HomeMy WebLinkAboutSale of G.O. Refunding Bonds
16200 Eagle Creek Avenue S.E.
Prior Lake, MN 55372-1714
SPECIAL MEETING
of the
Prior Lake City Council
1. Call to Order.
2. Consider Approval of a Resolution Approving the Sale of
$2,195,000 General Obligation Refunding Bonds of 2001.
3. Adjourn.
www.cityofpriorlake.com
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Phone 952.447.4230 / Fax 952.447.4245
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INTRODUCTION:
BACKGROUND:
DISCUSSION:
STAFF AGENDA REPORT
APRIL 30, 2001
SPECIAL MEETING
RALPH TESCHNER, FINANCE DIRECTOR
CONSIDER APPROVAL OF A RESOLUTION AUTHORIZING
THE SALE OF $2,195,000 GENERAL OBLIGATION
REFUNDING BONDS OF 2001
The City Council has scheduled a special meeting for Monday, April
30,2001 at 5:30pm in the Fire Station Council Chambers to consider
this issue.
Staff and the City's financial consultant Steve Mattson of Juran &
Moody have reviewed the City's outstanding bond issues for
refunding purposes, as market conditions are quite favorable at this
time for refinancing. Current market conditions make it possible for
the City to save future debt service dollars by refinancing the
General Obligation Improvement Bonds of 1993, 1994, 1995 &
1996 as each of these bond issues will become eligible to be called
on June 1, 2001.
Originally, these bonds were issued to finance our cooperative share
of county road improvements, utilities installation in Waterfront
Passage Business Office Park and various street reconstruction
projects in 1993, 1994, 1995 and 1996. Each of these bond issues
has an early call provision that allows refunding to take place
assuming the right conditions.
To determine if a bond issue qualifies and is feasible for refunding,
staff and Juran & Moody examine the following:
Call Date
Bonds typically have a call date whereby the bond issue may not be
retired or refunded until this date occurs. This feature provides
assurance to the purchaser that the investment will continue over a
minimum time period and protects the investor from losing
investment income. Therefore the bond issue must have reached the
call date before it can be considered for refinancing. The existing
call date for all four ofthese issues is June 1 st of this year.
Interest Rate
The difference between the bond interest rate and the current market
interest rate must be substantial enough for the City to realize a
significant net savings after bond issuance expenses. These issues
have an aggregate outstanding coupon rate of 4.6828%. We estimate
16200 Eagle Creek Ave. S.E., Prior Lake, Minnesota 55372-1714 / Ph. (952) 447-4230 / Fax (952) 447-4245
AN EQUAL OPPORTUNITY EMPLOYER
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under current market conditions that the new issue would carry a
3.9040% rate thereby decreasing the average coupon rate by more
than %%.
Refund Size
The remaining amount of the bonds to be financed must be great
enough to afford the desired savings as a result of a better interest
rate. The amount of the proposed refunding would be $2,195,000,
which together with interest earnings will cover the principal
amount refunded of $2,175,000 plus issuance costs.
Bond Issue Term
Finally, the length of the bond issue must be long enough to achieve
enough of an interest savings to justify the refinancing. If only a few
years were left, the time period would not be sufficient. In this
particular case, we are actually proposing to eliminate the last two
years for the 1993 bond issue while maintaining the years for the
1994-1996 issues which are presently staggered to mature in 2004,
2005 and 2006 respectively.
It is anticipated that the refunding will require no out-of-pocket city
dollars. The issuance expenses amount to approximately $27,600,
which when offset with accrued interest will be rolled into the bond
issue. Because this is a negotiated sale there is no fiscal fee
involved. The advantage of a negotiated versus public sale in a
refunding is one of a market timing concern. We can react to
economic conditions much more quickly to lock in interest rates as
opposed to the longer time period necessary for a public sale. The
bid by Juran & Moody will be based upon competitive market rates
and a composite of the most recent government bond sales will be
provided for comparison purposes.
FINANCIAL IMPACT: We estimate a net savings of approximately $32,500 in future debt
service payments. Attached is a spreadsheet including the bond
details and a cash flow scenario illustrating the annual debt service
reduction when comparing the proposed refunding issue with the
present issues that have been consolidated for presentation purpose.
It is important to recognize that the rate used for calculation was as
of 4/23/01 and depending upon the market in the next 7 days,
interest rates could either move off or improve slightly, thereby
affecting our ultimate savings.
ISSUES: Juran and Moody together with Finance department staff have been
monitoring market conditions to determine the right time for this
and other potential bond refinancing issues. As a result of the four
(4) federal discount rate cuts that already occurred this year market
conditions now appear to be right to refinance for the benefit of
Prior Lake taxpayers.
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AL TERNA TIVES:
The following alternatives are available to the City Council:
1. Approve A Resolution Authorizing the Sale of $2,195,000
General Obligation Refunding Bonds of 2001.
2. Delay the refinancing until a future time as determined by the
City Council.
3. Deny approval of the resolution.
RECOMMENDED
MOTION:
Staff concurs that the refunding of these four (4) bond issues of
1993-96 would be in the best financial interest of the City.
Therefore, Staff recommends to the Council the approval of A
Resolution Authorizing the Sale of $2,195,000 General Obligation
Refunding Bonds of 200 1.
Steve Mattson will make a brief presentation at the meeting and will
address any questions or concerns the City Council may have
regarding this refinancing decision.
ACTION REQUIRED: Motion to approve A Resolution Authorizing the Sale of $2,195,000
General Obligation Refunding Bonds of 200 1.
REVIEWED BY: ~/4-f1~
Attachments: 1. Juran & Moody Refunding Bond Analysis
2. A Resolution Authorizing the Sale of $2,195,000 General
Obligation Refunding Bonds of 200 1
O,IAOlrefund.DOC
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EXTRACT OF MINUTES OF A MEETING OF THE
CITY COUNCIL OF THE CITY OF
PRIOR LAKE, MINNESOTA
HELD: April 30, 2001
Pursuant to due call and notice thereof, a regular meeting of the City Council of
the City of Prior Lake, Scott County, Minnesota, was duly held at the Fire Hall in said City on
Monday, the 30th day of April, 2001, at _ o'clock _oM., for the purpose, in part, of
authorizing the issuance of, and awarding the sale of, $2,195,000 General Obligation Refunding
Bonds of200l ofthe City.
The following members were present:
and the following were absent:
Member
introduced the following resolution and moved its adoption:
Resolution Number 01-xx
RESOLUTION AUTHORIZING THE SALE
OF $2,195,000 GENERAL OBLIGATION
REFUNDING BONDS OF 2001
A. WHEREAS, the City Council of the City of Prior Lake, Minnesota (the
"City") has heretofore determined and declared that it is necessary and expedient to provide
moneys for a partial current refunding of the City's $3,000,000 General Obligation Improvement
Bonds of 1993, dated July 1, 1993 (the "Prior 1993 Bonds") which mature on and after
December 1,2002; and $995,000 of the principal amount of the Prior 1993 Bonds which mature
on and after December 1, 2002, are callable on December 1, 1998 and any interest payrnent date
thereafter at par plus accrued interest as provided in the resolution of the City Council, adopted
on June 21, 1993, authorizing the issuance of the Prior 1993 Bonds (the "Prior 1993
Resolution"); and
B. WHEREAS, the City has also heretofore determined and declared that it is
necessary and expedient to provide moneys for a partial current refunding of the City's $800,000
General Obligation Improvement Bonds of 1994, dated August 1, 1994 (the "Prior 1994 Bonds")
which mature on and after December 1,2002; and $255,000 of the principal amount of the Prior
Bonds which mature on and after December 1, 2002, are callable on December 1, 1999 and any
interest payment date thereafter, at a price of par plus accrued interest as provided in the
resolution of the City Council, adopted on June 20, 1994, authorizing the issuance of the Prior
1994 Bonds (the "Prior 1994 Resolution"); and
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C. WHEREAS, the City has also determined and declared that it is necessary
and expedient to provide moneys for a partial current refunding of the City's $950,000 General
Obligation Improvement Bonds of 1995, dated August 1, 1995 (the "Prior 1995 Bonds") which
mature on and after December 1, 2002; and $435,000 of the principal amount of the Prior 1995
Bonds which mature on and after December 1, 2002, are callable on December 1, 1999 and any
interest payment date thereafter at par plus accrued interest as provided in the resolution of the
City Council, adopted on July 31,1995, authorizing the issuance of the Prior 1995 Bonds (the
"Prior 1995 Resolution"); and
D. WHEREAS, the City has also heretofore determined and declared that it is
necessary and expedient to provide moneys for a partial current refunding of the City's $935,000
General Obligation Improvement Bonds of 1996, dated June 1,1996 (the "Prior 1996 Bonds")
which mature on and after December 1,2002; and $530,000 of the principal amount of the Prior
Bonds which mature on and after December 1, 2002, are callable on December 1, 1999 and any
interest payment date thereafter, at a price of par plus accrued interest as provided in the
resolution of the City Council, adopted on May 29, 1996, authorizing the issuance of the Prior
1996 Bonds (the "Prior 1996 Resolution"); and
E. WHEREAS, the Prior 1993 Bonds together with the Prior 1994 Bonds, the
Prior 1995 Bonds and the Prior 1996 Bonds, are hereafter referred to collectively as (the "Prior
Bonds") and were issued for the purpose of providing money to finance the construction of
various improvements within the City (the "Project"); and
D. WHEREAS, the refunding of the Prior Bonds is consistent with covenants
made with the holders thereof, and is necessary and desirable for the reduction of debt service
cost to the City; and
E. WHEREAS, the City Council has heretofore determined and declared that
it is necessary and expedient to issue the Bonds pursuant to Minnesota Statutes, Chapter 475, to
provide funds to refund the Prior Bonds on June 1,2001 (the "Refunding"); and
F. WHEREAS, the City has retained , in
, as its independent financial advisor for the sale of
the Bonds and was therefore authorized to sell the Bonds by private negotiation in accordance
with Minnesota Statutes, Section 475.60, Subdivision 2(9); and
G. WHEREAS, it is in the best interests of the City that the Bonds be issued
in book-entry form as hereinafter provided; and
NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Prior
Lake, Minnesota, as follows:
1. Acceptance of Offer. The offer of Juran and Moody, a division of Miller
Johnson Steichen Kinnard, Inc. (the "Purchaser"), to purchase the Bonds of the City (or
individually, a "Bond"), in accordance with the terms established therefor and at the rates of
interest hereinafter set forth, and to pay therefor the sum of $2,174,148, plus interest accrued to
settlement, is hereby accepted.
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2. Bond Terms.
(a) Title; Original Issue Date; Denominations; Maturities; Term Bond Option.
The Bonds shall be titled "General Obligation Refunding Bonds of 2001", shall be dated May 1,
2001, as the date of original issue and shall be issued forthwith on or after such date as fully
registered bonds. The Bonds shall be numbered from R-l upward in the denomination of $5,000
each or in any integral multiple thereof of a single maturity (the "Authorized Denominations").
The Bonds shall mature on December 1, without the option of prepayment, in the years and
amounts as follows:
Year
Amount
Year
Amount
2002
2003
2004
$635,000
675,000
360,000
2005
2006
$280,000
245,000
As may be requested by the Purchaser, one or more term Bonds may be issued
having mandatory sinking fund redemption and final maturity amounts conforming to the
foregoing principal repayment schedule, and corresponding additions may be made to the
provisions ofthe applicable Bonds(s).
(b) Book Entry Only System. The Depository Trust Company, a limited
purpose trust company organized under the laws of the State of New York or any of its
successors or its successors to its functions hereunder (the "Depository") will act as securities
depository for the Bonds, and to this end:
(i) The Bonds shall be initially issued and, so long as they remain in book
entry form only (the "Book Entry Only Period"), shall at all times be in the form of a
separate single fully registered Bond for each maturity of the Bonds; and for purposes of
complying with this requirement under paragraphs 5 and 10 Authorized Denominations
for any Bond shall be deemed to be limited during the Book Entry Only Period to the
outstanding principal amount of that Bond.
(ii) Upon initial issuance, ownership of the Bonds shall be registered in a bond
register maintained by the Bond Registrar (as hereinafter defined) in the name of CEDE
& CO., as the nominee (it or any nominee of the existing or a successor Depository, the
"Nominee").
(iii) With respect to the Bonds neither the City nor the Bond Registrar shall
have any responsibility or obligation to any broker, dealer, bank, or any other financial
institution for which the Depository holds Bonds as securities depository (the
"Participant") or the person for which a Participant holds an interest in the Bonds shown
on the books and records of the Participant (the "Beneficial Owner"). Without limiting
the immediately preceding sentence, neither the City, nor the Bond Registrar, shall have
any such responsibility or obligation with respect to (A) the accuracy of the records of the
Depository, the Nominee or any Participant with respect to any ownership interest in the
Bonds, or (B) the delivery to any Participant, any Owner or any other person, other than
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the Depository, of any notice with respect to the Bonds, including any notice of
redemption, or (C) the payment to any Participant, any Beneficial Owner or any other
person, other than the Depository, of any amount with respect to the principal of or
premium, if any, or interest on the Bonds, or (D) the consent given or other action taken
by the Depository as the Registered Holder of any Bonds (the "Holder"). For purposes of
securing the vote or consent of any Holder under this Resolution, the City may, however,
rely upon an omnibus proxy under which the Depository assigns its consenting or voting
rights to certain Participants to whose accounts the Bonds are credited on the record date
identified in a listing attached to the omnibus proxy.
(iv) The City and the Bond Registrar may treat as and deem the Depository to
be the absolute owner of the Bonds for the purpose of payment of the principal of and
premium, if any, and interest on the Bonds, for the purpose of giving notices of
redemption and other matters with respect to the Bonds, for the purpose of obtaining any
consent or other action to be taken by Holders for the purpose of registering transfers
with respect to such Bonds, and for all purpose whatsoever. The Bond Registrar, as
paying agent hereunder, shall pay all principal of and premium, if any, and interest on the
Bonds only to the Holder or the Holders of the Bonds as shown on the bond register, and
all such payments shall be valid and effective to fully satisfy and discharge the City's
obligations with respect to the principal of and premium, if any, and interest on the Bonds
to the extent of the sum or sums so paid.
(v) Upon delivery by the Depository to the Bond Registrar of written notice to
the effect that the Depository has determined to substitute a new Nominee in place of the
existing Nominee, and subject to the transfer provisions in paragraph 10 hereof,
references to the Nominee hereunder shall refer to such new Nominee.
(vi) So long as any Bond is registered in the name of a Nominee, all payments
with respect to the principal of and premium, if any, and interest on such Bond and all
notices with respect to such Bond shall be made and given, respectively, by the Bond
Registrar or City, as the case may be, to the Depository as provided in the Letter of
Representations to the Depository required by the Depository as a condition to its acting
as book-entry Depository for the Bonds (said Letter of Representations, together with any
replacement thereof or amendment or substitute thereto, including any standard
procedures or policies referenced therein or applicable thereto respecting the procedures
and other matters relating to the Depository's role as book-entry Depository for the
Bonds, collectively hereinafter referred to as the "Letter of Representations").
(vii) All transfers of beneficial ownership interests in each Bond issued in
book-entry form shall be limited in principal amount to Authorized Denominations and
shall be effected by procedures by the Depository with the Participants for recording and
transferring the ownership of beneficial interests in such Bonds.
(viii) In connection with any notice or other communication to be provided to
the Holders pursuant to this Resolution by the City or Bond Registrar with respect to any
consent or other action to be taken by Holders, the Depository shall consider the date of
receipt of notice requesting such consent or other action as the record date for such
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consent or other action; provided, that the City or the Bond Registrar may establish a
special record date for such consent or other action. The City or the Bond Registrar shall,
to the extent possible, give the Depository notice of such special record date not less than
15 calendar days in advance of such special record date.
(ix) Any successor Bond Registrar in its written acceptance of its duties under
this Resolution and any paying agency/bond registrar agreement, shall agree to take any
actions necessary from time to time to comply with the requirements of the Letter of
Representations.
(c) Termination of Book-Entry Only System. Discontinuance of a particular
Depository's services and termination of the book-entry only system may be effected as follows:
(i) The Depository may determine to discontinue providing its services with
respect to the Bonds at any time by giving written notice to the City and discharging its
responsibilities with respect thereto under applicable law. The City may terminate the
services of the Depository with respect to the Bond if it determines that the Depository is
no longer able to carry out its functions as securities depository or the continuation of the
system of book-entry transfers through the Depository is not in the best interests of the
City or the Beneficial Owners.
(ii) Upon termination of the services of the Depository as provided in the
preceding paragraph, and if no substitute securities depository is willing to undertake the
functions ofthe Depository hereunder can be found which, in the opinion of the City, is
willing and able to assume such functions upon reasonable or customary terms, or if the
City determines that it is in the best interests of the City or the Beneficial Owners of the
Bond that the Beneficial Owners be able to obtain certificates for the Bonds, the Bonds
shall no longer be registered as being registered in the bond register in the narne of the
Norninee, but may be registered in whatever name or names the Holder of the Bonds
shall designate at that time, in accordance with paragraph 10 hereof. To the extent that
the Beneficial Owners are designated as the transferee by the Holders, in accordance with
paragraph 10 hereof, the Bonds will be delivered to the Beneficial Owners.
(iii) Nothing in this subparagraph (c) shall limit or restrict the provisions of
paragraph 10 hereof.
(d) Letter of Representations. The provisions in the Letter of Representations
are incorporated herein by reference and made a part of this resolution, and if and to the extent
any such provisions are inconsistent with the other provisions of this resolution, the provisions in
the Letter of Representations shall control.
3. Purpose. The Bonds (together with other available funds, if any,
appropriated in paragraph 15 hereof) shall provide funds to finance the Refunding. It is hereby
found, determined and declared that the Refunding is pursuant to Minnesota Statutes, Section
475.67 and shall result in a reduction of debt service cost to the City.
4. Interest. The Bonds shall bear interest payable semiannually on June 1
and December 1 of each year (each, an "Interest Payment Date"), commencing December 1,
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2001, calculated on the basis of a 360-day year of twelve 30-day months, at the respective rates
per annum set forth opposite the maturity years as follows:
Maturity
Year
2002
2003
2004
2005
2006
Interest
Rate
5. No Redemption. All Bonds are without the option of prepayment.
6. Bond Registrar. The Finance Director of the City is appointed to act as
bond registrar and transfer agent with respect to the Bonds (the "Bond Registrar"), and shall do
so unless and until a successor Bond Registrar is duly appointed, all pursuant to any contract the
City and Bond Registrar shall execute which is consistent herewith. The Bond Registrar shall
also serve as paying agent unless and until a successor paying agent is duly appointed. Principal
and interest on the Bonds shall be paid to the registered holders (or record holders) of the Bonds
in the manner set forth in the form of Bond and paragraph 12 of this resolution.
7. Form of Bond. The Bonds, together with the Bond Registrar's Certificate
of Authentication, the form of Assignment and the registration information thereon, shall be in
substantially the following form:
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UNITED STATES OF AMERICA
STATE OF MINNESOTA
SCOTT COUNTY
CITY OF PRIOR LAKE
R-
$
GENERAL OBLlGA nON REFUNDING BONDS OF 2001
INTEREST
RATE
MATURITY
DATE
DATE OF
ORIGINAL ISSUE
CUSIP
%
DECEMBER 1, 20_
MAY 1,2001
REGISTERED OWNER:
PRINCIPAL AMOUNT:
DOLLARS
KNOW ALL PERSONS BY THESE PRESENTS that the City of Prior Lake,
Scott County, Minnesota (the "Issuer"), certifies that it is indebted and for value received
promises to pay to the registered owner specified above, or registered assigns, in the manner
hereinafter set forth, the principal amount specified above, on the maturity date specified above,
and to pay interest thereon semiannually on June 1 and December 1 of each year (each, an
"Interest Payment Date"), commencing December 1,2001, at the rate per annum specified above
(calculated on the basis of a 360-day year of twelve 30-day months) until the principal sum is
paid or has been provided for. This Bond will bear interest from the most recent Interest
Payment Date to which interest has been paid or, if no interest has been paid, from the date of
original issue hereof. The principal of and premium, if any, on this Bond are payable upon
presentation and surrender hereof at the principal office of the Finance Director of the Issuer (the
"Bond Registrar"), acting as paying agent, or any successor paying agent duly appointed by the
Issuer. Interest on this Bond will be paid on each Interest Payment Date by check or draft mailed
to the person in whose name this Bond is registered (the "Holder" or "Bondholder") on the
registration books of the Issuer maintained by the Bond Registrar and at the address appearing
thereon at the close of business on the fifteenth day of the calendar month next preceding such
Interest Payment Date (the "Regular Record Date"). Any interest not so timely paid shall cease
to be payable to the person who is the Holder hereof as of the Regular Record Date, and shall be
payable to the person who is the Holder hereof at the close of business on a date (the "Special
Record Date") fixed by the Bond Registrar whenever money becomes available for payment of
the defaulted interest. Notice of the Special Record Date shall be given to Bondholders not less
than ten days prior to the Special Record Date. The principal of and premium, if any, and
interest on this Bond are payable in lawful money of the United States of America. [So long as
this Bond is registered in the name of the Depository or its Nominee as provided in the
Resolution hereinafter described, and as those terms are defined therein, payment of
principal of, premium, if any, and interest on this Bond and notice with respect thereto
shall be made as provided in the Letter of Representations, as defined in the Resolution.
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Until termination ofthe book-entry only system pursuant to the Resolution, Bonds may
only be registered in the name of the Depository or its Nominee.(
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF
THIS BOND SET FORTH ON THE REVERSE HEREOF, WHICH PROVISIONS SHALL
FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH HERE.
IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions and things
required by the Constitution and laws of the State of Minnesota to be done, to happen and to be
performed, precedent to and in the issuance of this Bond, have been done, have happened and
have been performed, in regular and due form, time and manner as required by law, and that this
Bond, together with all other debts ofthe Issuer outstanding on the date of original issue hereof
and the date of its issuance and delivery to the original purchaser, does not exceed any
constitutional or statutory limitation of indebtedness.
IN WITNESS WHEREOF, the City of Prior Lake, Scott County, Minnesota, by
its City Council has caused this Bond to be executed on its behalf by the facsimile signatures of
its Mayor and its Manager, the corporate seal of the Issuer having been intentionally omitted as
permitted by law.
Include only until termination of the book-entry only system under
paragraph 2 hereof.
*
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Date of Registration:
Registrable by: THE FINANCE
DIRECTOR OF THE CITY OF PRIOR
LAKE, MINNESOTA
Payable at: OFFICE OF THE FINANCE
DIRECTOR OF THE CITY OF PRIOR
LAKE, MINNESOTA
BOND REGISTRAR'S
CERTIFICATE OF
AUTHENTICATION
This Bond is one of the
Bonds described in the
Resolution mentioned
within.
CITY OF PRIOR LAKE,
SCOTT COUNTY,
MINNESOTA
Is! Facsimile
Mayor
Is! Facsimile
Manager
THE CITY OF PRIOR LAKE, MINNESOTA
Bond Registrar
By
Authorized Signature
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ON REVERSE OF BOND
No Redemption. All Bonds of this issue (the "Bonds") are without the option of
prepayment.
Issuance; Purpose; General Obligation. This Bond is one of an issue in the total
principal amount of $2, 195,000, all oflike date of original issue and tenor, except as to number,
maturity, interest rate and denomination, which Bond has been issued pursuant to and in full
conformity with the Constitution and laws of the State of Minnesota and pursuant to a resolution
adopted by the City Council of the Issuer on April 30, 2001 (the "Resolution"), for the purpose
of providing funds to redeem on June 1,2001, (i) a portion of the outstanding General Obligation
Improvement Bonds of 1993, dated July 1, 1993; and (ii) to redeem a portion of the outstanding
General Obligation Improvement Bonds of 1994, dated August 1, 1994; and (iii) to redeem a
portion of the outstanding General Obligation Improvement Bonds of 1995, dated August 1,
1995; and (iv) to redeem a portion of the outstanding General Obligation Improvement Bonds of
1996, dated June 1, 1996 of the Issuer. This Bond is payable out of the General Obligation
Refunding Bonds of2001 Fund of the Issuer. This Bond constitutes a general obligation of the
Issuer, and to provide moneys for the prompt and full payment of its principal, premium, if any,
and interest when the same become due, the full faith and credit and taxing powers of the Issuer
have been and are hereby irrevocably pledged.
Denominations; Exchange; Resolution. The Bonds are issuable solely as fully
registered bonds in Authorized Denominations (as defined in the Resolution) and are
exchangeable for fully registered Bonds of other Authorized Denominations in equal aggregate
principal amounts at the principal office of the Bond Registrar, but only in the manner and
subject to the limitations provided in the Resolution. Reference is hereby made to the Resolution
for a description of the rights and duties of the Bond Registrar. Copies of the Resolution are on
file in the principal office of the Bond Registrar.
Transfer. This Bond is transferable by the Holder in person or by his, her or its
attorney duly authorized in writing at the principal office of the Bond Registrar upon
presentation and surrender hereof to the Bond Registrar, all subject to the terms and conditions
provided in the Resolution and to reasonable regulations of the Issuer contained in any
agreement with the Bond Registrar. Thereupon the Issuer shall execute and the Bond Registrar
shall authenticate and deliver, in exchange for this Bond, one or more new fully registered Bonds
in the name of the transferee (but not registered in blank or to "bearer" or similar designation), of
an Authorized Denomination or Denominations, in aggregate principal amount equal to the
principal amount of this Bond, of the same maturity and bearing interest at the same rate.
Fees upon Transfer or Loss. The Bond Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection with the transfer
or exchange of this Bond and any legal or unusual costs regarding transfers and lost Bonds.
Treatment of Registered Owners. The Issuer and Bond Registrar may treat the
person in whose name this Bond is registered as the owner hereof for the purpose of receiving
payment as herein provided (except as otherwise provided on the reverse side hereof with respect
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to the Record Date) and for all other purposes, whether or not this Bond shall be overdue, and
neither the Issuer nor the Bond Registrar shall be affected by notice to the contrary.
Authentication. This Bond shall not be valid or become obligatory for any
purpose or be entitled to any security unless the Certificate of Authentication hereon shall have
been executed by the Bond Registrar.
Qualified Tax-Exempt Obligation. This Bond has been designated by the Issuer
as a "qualified tax-exempt obligation" for purposes of Section 265(b )(3) of the Internal Revenue
Code of 1986, as amended.
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ABBREVIA nONS
The following abbreviations, when used in the inscription on the face of this Bond, shall be
construed as though they were written out in full according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
IT TEN - as joint tenants with right of survivorship
and not as tenants in common
UTMA - as custodian for
(Cust)
under the
(Minor)
Uniform
(State)
Transfers to Minors Act
Additional abbreviations may also be used
though not in the above list.
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ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
the within
Bond and does hereby irrevocably constitute and appoint attorney to
transfer the Bond on the books kept for the registration thereof, with full power of substitution in
the premises.
Dated:
Notice:
The assignor's signature to this assignment must correspond with
the name as it appears upon the face of the within Bond in every
particular, without alteration or any change whatever.
Signature Guaranteed:
Signature(s) must be guaranteed by a national bank or trust company or by a
brokerage firm having a membership in one of the major stock exchanges or any other "Eligible
Guarantor Institution" as defined in 17 CFR 240.17 Ad-15( a)(2).
The Bond Registrar will not effect transfer of this Bond unless the information
concerning the transferee requested below is provided.
Name and Address:
(Include information for all joint owners
if the Bond is held by joint account.)
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8. Execution; Temporary Bonds. The Bonds shall be printed (or, at the
request of the Purchaser, typewritten) and shall be executed on behalf of the City by the
signatures of its Mayor and Manager and be sealed with the seal of the City; provided, however,
that the seal of the City may be a printed (or, at the request of the Purchaser, photocopied)
facsimile; and provided further that both of such signatures may be printed (or, at the request of
the Purchaser, photocopied) facsimiles and the corporate seal may be omitted on the Bonds as
permitted by law. In the event of disability or resignation or other absence of either such officer,
the Bonds may be signed by the manual or facsimile signature of that officer who may act 011
behalf of such absent or disabled officer. In case either such officer whose signature or facsimile
of whose signature shall appear on the Bonds shall cease to be such officer before the delivery of
the Bonds, such signature or facsimile shall nevertheless be valid and sufficient for all purposes,
the same as ifhe or she had remained in office until delivery. The City may elect to deliver, in
lieu of printed definitive bonds, one or more typewritten temporary bonds in substantially the
form set forth above, with such changes as may be necessary to reflect more than one maturity in
a single temporary bond. Such temporary bonds may be executed with photocopied facsimile
signatures of the Mayor and Manager. Such temporary bonds shall, upon the printing of the
definitive bonds and the execution thereof, be exchanged therefor and canceled.
9. Authentication. No Bond shall be valid or obligatory for any purpose or
be entitled to any security or benefit under this resolution unless a Certificate of Authentication
on such Bond, substantially in the form hereinabove set forth, shall have been duly executed by
an authorized representative of the Bond Registrar. Certificates of Authentication on different
Bonds need not be signed by the same person. The Bond Registrar shall authenticate the
signatures of officers of the City on each Bond by execution of the Certificate of Authentication
on the Bond and by inserting as the date of registration in the space provided the date on which
the Bond is authenticated, except that for purposes of delivering the original Bonds to the
Purchaser, the Bond Registrar shall insert as a date of registration the date of original issue,
which date is May 1, 2001. The Certificate of Authentication so executed on each Bond shall be
conclusive evidence that it has been authenticated and delivered under this resolution.
10. Registration; Transfer; Exchange. The City will cause to be kept at the
principal office of the Bond Registrar a bond register in which, subject to such reasonable
regulations as the Bond Registrar may prescribe, the Bond Registrar shall provide for the
registration of Bonds and the registration of transfers of Bonds entitled to be registered or
transferred as herein provided.
Upon surrender for transfer of any Bond at the principal office of the Bond
Registrar, the City shall execute (if necessary), and the Bond Registrar shall authenticate, insert
the date of registration (as provided in paragraph 9) of, and deliver, in the name of the designated
transferee or transferees, one or more new Bonds of any Authorized Denomination or
Denominations of a like aggregate principal amount, having the same stated maturity and interest
rate, as requested by the transferor; provided, however, that no Bond may be registered in blank
or in the name of "bearer" or similar designation.
At the option of the Holder, Bonds may be exchanged for Bonds of any
Authorized Denomination or Denominations of a like aggregate principal amount and stated
maturity, upon surrender of the Bonds to be exchanged at the principal office of the Bond
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Registrar. Whenever any Bonds are so surrendered for exchange, the City shall execute (if
necessary), and the Bond Registrar shall authenticate, insert the date of registration of, and
deliver the Bonds which the Holder making the exchange is entitled to receive.
All Bonds surrendered upon any exchange or transfer provided for in this
resolution shall be promptly canceled by the Bond Registrar and thereafter disposed of as
directed by the City.
All Bonds delivered in exchange for or upon transfer of Bonds shall be valid
general obligations of the City evidencing the same debt, and entitled to the same benefits under
this resolution, as the Bonds surrendered for such exchange or transfer.
Every Bond presented or surrendered for transfer or exchange shall be duly
endorsed Of be accompanied by a written instrument oftransfer, in form satisfactory to the Bond
Registrar, duly executed by the Holder thereof or his, her or its attorney duly authorized in
writing.
The Bond Registrar may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection with the transfer or exchange of any Bond and
any legal or unusual costs regarding transfers and lost Bonds.
Transfers shall also be subject to reasonable regulations of the City contained in
any agreement with the Bond Registrar, including regulations which permit the Bond Registrar
to close its transfer books between record dates and payment dates. The Manager is hereby
authorized to negotiate and execute the terms of said agreement.
11. Rights Upon Transfer or Exchange. Each Bond delivered upon transfer of
or in exchange for or in lieu of any other Bond shall carry all the rights to interest accrued and
unpaid, and to accrue, which were carried by such other Bond.
12. Interest Payment; Record Date. Interest on any Bond shall be paid on
each Interest Payment Date by check or draft mailed to the person in whose name the Bond is
registered (the "Holder") on the registration books of the City maintained by the Bond Registrar
and at the address appearing thereon at the close of business on the fifteenth (15th) day of the
calendar month next preceding such Interest Payment Date (the "Regular Record Date"). Any
such interest not so timely paid shall cease to be payable to the person who is the Holder thereof
as of the Regular Record Date, and shall be payable to the person who is the Holder thereof at
the close of business on a date (the "Special Record Date") fixed by the Bond Registrar
whenever money becomes available for payment of the defaulted interest. Notice of the Special
Record Date shall be given by the Bond Registrar to the Holders not less than ten (10) days prior
to the Special Record Date.
13. Treatment of Registered Owner. The City and Bond Registrar may treat
the person in whose name any Bond is registered as the owner of such Bond for the purpose of
receiving payment of principal of and premium, if any, and interest (subj ect to the payment
provisions in paragraph 12 above) on, such Bond and for all other purposes whatsoever whether
or not such Bond shall be overdue, and neither the City nor the Bond Registrar shall be affected
by notice to the contrary.
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14. Delivery; Application of Proceeds. The Bonds when so prepared and
executed shall be delivered by the Finance Director to the Purchaser upon receipt of the purchase
price, and the Purchaser shall not be obliged to see to the proper application thereof.
15. Fund and Accounts.
A. $ of the proceeds of the Bonds shall be deposited in the Debt
Service Account of the General Obligation Improvement Bonds of 1993 Fund (the "Payment
Account") heretofore created by the Prior 1993 Resolution for the Prior 1993 Bonds, which
amount, together with all other funds held therein and $ of the City deposited at
bond closing for the Bonds, is sufficient to prepay the outstanding Prior 1993 Bonds on June 1,
2001.
B. $ of the proceeds of the Bonds shall be deposited in the Debt
Service Account of the General Obligation Improvement Bonds of 1994 Fund (the "Payment
Account") heretofore created by the Prior 1994 Resolution for the Prior 1994 Bonds, which
amount, together with all other funds held therein and $ of the City deposited at
bond closing for the Bonds, is sufficient to prepay the outstanding Prior 1994 Bonds on June 1,
2001.
C. $ of the proceeds of the Bonds shall be deposited in the Debt
Service Account of the General Obligation Improvement Bonds of 1995 Fund (the "Payment
Account") heretofore created by the Prior 1995 Resolution for the Prior 1995 Bonds, which
amount, together with all other funds held therein and $ of the City deposited at
bond closing for the Bonds, is sufficient to prepay the outstanding Prior 1995 Bonds on June I,
2001.
D. $ of the proceeds of the Bonds shall be deposited in the Dehl
Service Account of the General Obligation Improvement Bonds of 1996 Fund (the "Payment
Account") heretofore created by the Prior 1996 Resolution for the Prior 1996 Bonds, which
amount, together with all other funds held therein and $ of the City deposited at
bond closing for the Bonds, is sufficient to prepay the outstanding Prior 1996 Bonds on June 1,
2001.
E. There is hereby created a special fund to be designated the "General
Obligation Refunding Bonds of2001 Fund" (the "Fund") to be administered and maintained by
the Finance Director as a bookkeeping account separate and apart from all other funds
maintained in the official financial records of the City. The Fund shall be maintained in the
manner herein specified until all of the Bonds and the interest thereon have been fully paid.
There shall be maintained in the Fund two (2) separate accounts, to be designated the "Cost of
Issuance Account" and "Debt Service Account", respectively.
(i) Cost ofIssuance Account. There shall be deposited in the Cost of
Issuance Account all of the remaining proceeds of the Bonds not otherwise deposited in
the Payment Accounts as provided in paragraphs l5A, B, C and D above, less accrued
interest received thereon. Monies in the Cost of Issuance Account shall be used to pay
the costs of issuing the Bonds. Any monies remaining in the Cost of Issuance Account
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after all costs of issuance have been paid or provided for shall be transferred to the Debt
Service Account for the Bonds.
(ii) Debt Service Account. There are hereby irrevocably appropriated and
pledged to, and there shall be credited to, the Debt Service Account: (a) all uncollected
special assessments pledged to the payment of the Prior Bonds; (b) all accrued interest
received upon delivery of the Bonds; (c) any collections of all taxes herein or hereafter
levied for the payment of the Bonds and interest thereon; (d) any collections of all taxes
heretofore levied for the payment of the Prior Bonds and interest thereon which are not
needed to pay the Prior Bonds as a result of the Refunding; (e) all funds remaining in the
Cost ofIssuance Account after all costs of issuing the Bonds have been paid; (f) any
funds remaining on deposit in the Payment Account established for the Prior Bonds after
the same have been paid and discharged; (g) all investment earnings on funds held in the
Debt Service Account; and (h) any and all other moneys which are properly available and
are appropriated by the governing body of the City to the Debt Service Account. The
Debt Service Account shall be used solely to pay the principal and interest and any
premiums for redemption of the Bonds and any other general obligation bonds of the City
hereafter issued by the City and made payable from said account as provided by law.
No portion of the proceeds of the Bonds shall be used directly or indirectly to acquire
higher yielding investments or to replace funds which were used directly or indirectly to acquire
higher yielding investments, except (1) for a reasonable temporary period until such proceeds are
needed for the purpose for which the Bonds were issued and (2) in addition to the above in an
amount not greater than the lesser of five percent (5%) of the proceeds of the Bonds or $100,000.
To this effect, any proceeds of the Bonds and any sums from time to time held in the
Construction Account or Debt Service Account (or any other City account which will be used to
pay principal or interest to become due on the bonds payable therefrom) in excess of amounts
which under then-applicable federal arbitrage regulations may be invested without regard to
yield shall not be invested at a yield in excess of the applicable yield restrictions imposed by said
arbitrage regulations on such investments after taking into account any applicable "temporary
periods" or "minor portion" made available under the federal arbitrage regulations. Money in the
Fund shall not be invested in obligations or deposits issued by, guaranteed by or insured by the
United States or any agency or instrumentality thereof if and to the extent that such investment
would cause the Bonds to be "federally guaranteed" within the meaning of Section 149(b) of the
Internal Revenue Code of 1986, as amended (the "Code").
16. Special Assessments. The City has heretofore levied special assessments
pursuant to the Prior Resolution, which assessments were pledged to the payment of the principal
and interest on the Prior Bonds and all uncollected special assessments are now pledged to the
payment of principal and interest on the Bonds herein authorized.
17. Tax Levy; Coverage Test; Cancellation of Certain Tax Levies. To provide
moneys for payment of the principal and interest on the Bonds there is hereby levied upon all of
the taxable property in the City a direct annual ad valorem tax which shall be spread upon the tax
rolls and collected with and as part of other general property taxes in the City for the years and in
the amounts as follows:
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Year of Tax
Levy
Year of Tax
Collection
Amount
The tax levies are such that if collected in full they, together with estimated
collections of special assessments and other revenues herein pledged for the payment of the
Bonds, will produce at least five percent (5%) in excess of the amount needed to meet when due
the principal and interest payments on the Bonds. The tax levies shall be irreparable so long as
any of the Bonds are outstanding and unpaid, provided that the City reserves the right and power
to reduce the levies in the manner and to the extent permitted by Minnesota Statutes, Section
475.61, Subdivision 3.
Upon payment of the Prior Bonds, the uncollected taxes pledged in the Prior
Resolutions authorizing the issuance of the Prior Bonds, shall be canceled.
18. Defeasance. When all Bonds have been discharged as provided in this
paragraph, all pledges, covenants and other rights granted by this resolution to the registered
holders of the Bonds shall, to the extent permitted by law, cease. The City may discharge its
obligations with respect to any Bonds which are due on any date by irrevocably depositing with
the Bond Registrar on or before that date a sum sufficient for the payment thereof in full; or if
any Bond should not be paid when due, it may nevertheless be discharged by depositing with the
Bond Registrar a sum sufficient for the payment thereof in full with interest accrued to the date
of such deposit. The City may also discharge its obligations with respect to any prepayable
Bonds called for redemption on any date when they are prepayable according to their terms, by
depositing with the Bond Registrar on or before that date a sum sufficient for the payment
thereof in full, provided that notice of redemption thereof has been duly given. The City may
also at any time discharge its obligations with respect to any Bonds, subject to the provisions of
law now or hereafter authorizing and regulating such action, by depositing irrevocably in escrow,
with a suitable banking institution qualified by law as an escrow agent for this purpose, cash or
securities described in Minnesota Statutes, Section 475.67, Subdivision 8, bearing interest
payable at such times and at such rates and maturing on such dates as shall be required, without
regard to sale and/or reinvestment, to pay all amounts to become due thereon to maturity or, if
notice of redemption as herein required has been duly provided for, to such earlier redemption
date.
19. Continuing Disclosure. The City is the sole obligated person with respect
to the Bonds. The City hereby agrees, in accordance with the provisions of Rule 15c2-l2 (the
"Rule"), promulgated by the Securities and Exchange Commission (the "Commission") pursuant
to the Securities Exchange Act of 1934, as amended, and a Continuing Disclosure Undertaking
(the "Undertaking") hereinafter described to:
(a) Provide or cause to be provided to each nationally recognized municipal
securities information repository ("NRMSIR") and to the appropriate state information
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depository ("SID"), if any, for the State of Minnesota, in each case as designated by the
Commission in accordance with the Rule, certain annual financial information and operating data
in accordance with the Undertaking. The City reserves the right to modify from time to time the
terms of the Undertaking as provided therein.
(b) Provide Of cause to be provided, in a timely manner, to (i) each NRMSIR
or to the Municipal Securities Rulemaking Board ("MSRB") and (ii) the SID, notice of the
occurrence of certain material events with respect to the Bonds in accordance with the
Undertaking.
(c) Provide or cause to be provided, in a timely manner, to (i) each NRMSIR
or to the MSRB and (ii) the SID, notice of a failure by the City to provide the annual financial
information with respect to the City described in the Undertaking.
(d) The City agrees that its covenants pursuant to the Rule set forth in this
paragraph 20 and in the Undertaking is intended to be for the benefit of the Holders of the Bonds
and shall be enforceable on behalf of such Holders; provided that the right to enforce the
provisions of these covenants shall be limited to a right to obtain specific enforcernent of the
City's obligations under the covenants.
The Mayor and Manager of the City, or any other officer of the City authorized to act in
their place with "Officers" are hereby authorized and directed to execute on behalf of the City the
Undertaking in substantially the form presented to the City Council subject to such modifications
thereof or additions thereto as are (i) consistent with the requirements under the Rule, (ii)
required by the Purchaser of the Bonds, and (iii) acceptable to the Officers.
20. General Obligation Pledge. For the prompt and full payment of the
principal and interest on the Bonds, as the same respectively become due, the full faith, credit
and taxing powers of the City shall be and are hereby irrevocably pledged. If the balance in the
Debt Service Account is ever insufficient to pay all principal and interest then due on the Bonds
and any other bonds payable therefrom, the deficiency shall be promptly paid out of any other
funds of the City which are available for such purpose, and such other funds may be reimbursed
with or without interest from the Debt Service Account when a sufficient balance is available
therein.
21. Notices of Call for Redemption. The paying agent for the Prior Bonds, is
hereby authorized and directed to give mailed notice of redemption prior to June I, 200 I to all
registered holders ofthe Prior Bonds. Said notices shall be in substantially the forms attached
hereto as Exhibits A, B, C and D.
22. Prior Bonds; Security. Until retirement of the Prior Bonds, all provisions
theretofore made for the security thereof shall be observed by the City and all of its officers and
agents.
23. Certificate of Registration. The Manager is hereby directed to file a
certified copy of this resolution with the County Auditor of Scott County, Minnesota, together
with such other information as he or she shall require, and to obtain the County Auditor's
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certificate that the Bonds have been entered in the County Auditor's Bond Register, and that the
tax levy required by law has been made.
24. Records and Certificates. The officers of the City are hereby authorized
and directed to prepare and furnish to the Purchaser, and to the attorneys approving the legality
ofthe issuance of the Bonds, certified copies of all proceedings and records of the City relating
to the Bonds and to the financial condition and affairs of the City, and such other affidavits,
certificates and information as are required to show the facts relating to the legality and
marketability of the Bonds as the same appear from the books and records under their custody
and control or as otherwise known to them, and all such certified copies, certificates and
affidavits, including any heretofore furnished, shall be deemed representations of the City as to
the facts recited therein.
25. Negative Covenant as to Use of Proceeds and Improvements. The City
hereby covenants not to use the proceeds of the Bonds or to use the Improvements, or to cause or
permit them to be used, or to enter into any deferred payment arrangements for the cost of the
Improvements, in such a manner as to cause the Bonds to be "private activity bonds" within the
meaning of Sections 103 and 141 through 150 of the Code.
26. Tax-Exempt Status of the Bonds; Rebate. The City shall comply with
requirements necessary under the Code to establish and maintain the exclusion from gross
income under Section 103 of the Code of the interest on the Bonds, including without limitation
(1) requirements relating to temporary periods for investments, (2) limitations on amounts
invested at a yield greater than the yield on the Bonds, and (3) the rebate of excess investment
earnings to the United States, if the Bonds (together with other obligations reasonably expected
to be issued and outstanding at one time in this calendar year) exceed the small-issuer exception
amount of $5,000,000.
For purposes of qualifying for the exception to the federal arbitrage rebate
requirements for governmental units issuing $5,000,000 or less of bonds, the City hereby finds,
determines and declares that (1) the Bonds are issued by a governmental unit with general taxing
powers, (2) no Bond is a private activity bond, (3) ninety-five percent (95%) or more of the net
proceeds of the Bonds are to be used for local governmental activities of the City (or of a
governmental unit the jurisdiction of which is entirely within the jurisdiction of the City), and (4)
the aggregate face amount of all tax-exempt bonds (other than private activity bonds) issued by
the City (and all subordinate entities thereof, and all entities treated as one issuer with the City)
during the calendar year in which the Bonds are issued and outstanding at one time is not
reasonably expected to exceed $5,000,000, all within the meaning of Section 148(f)(4)(D) of the
Code.
27. Designation of Qualified Tax-Exempt Obligations. In order to qualify the
Bonds as "qualified tax-exempt obligations" within the meaning of Section 265(b)(3) of the
Code, the City hereby makes the following factual statements and representations:
(a)
the Bonds are issued after August 7, 1986;
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(b) the Bonds are not "private activity bonds" as defined in Section 141 of the
Code;
(c) the City hereby designates the Bonds as "qualified tax-exempt
obligations" for purposes of Section 265(b )(3) of the Code;
(d) the reasonably anticipated amount of tax-exempt obligations (other than
private activity bonds, treating qualified 50l(c)(3) bonds as not being private activity bonds)
which will be issued by the City (and all entities treated as one issuer with the City, and all
subordinate entities whose obligations are treated as issued by the City) during this calendar year
2001 will not exceed $10,000,000; and
(e) not more than $10,000,000 of obligations issued by the City during this
calendar year 2001 have been designated for purposes of Section 265(b )(3) of the Code.
(f) the aggregate face amount of the Bonds does not exceed $10,000,000; and
(g) the Bonds are issued to refund, and not to "advance refund" the Prior
Bonds within the meaning of Section l49( d)( 5) of the Code, and shall not be taken into account
under the $10,000,000 issuance limit to the extent the Bonds do not exceed the outstanding
amount of the Prior Bonds.
The City shall use its best efforts to comply with any federal procedural
requirements which may apply in order to effectuate the designation made by this paragraph.
28. Severability. If any section, paragraph or provision of this resolution shall
be held to be invalid or unenforceable for any reason, the invalidity or unenforceability of such
section, paragraph or provision shall not affect any of the remaining provisions of this resolution.
29. Headings. Headings in this resolution are included for convenience of
reference only and are not a part hereof, and shall not limit or define the meaning of any
provision hereof.
The motion for the adoption of the foregoing resolution was duly seconded by
member and, after a full discussion thereof and upon a vote being taken thereon,
the following voted in favor thereof:
and the following voted against the same:
Whereupon said resolution was declared duly passed and adopted.
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STATE OF MINNESOTA
COUNTY OF SCOTT
CITY OF PRIOR LAKE
I, the undersigned, being the duly qualified and acting Manager of the City of
Prior Lake, Minnesota, DO HEREBY CERTIFY that I have compared the attached and
foregoing extract of minutes with the original thereof on file in my office, and that the same is a
full, true and complete transcript of the minutes of a meeting of the City Council of said City,
duly called and held on the date therein indicated, insofar as such minutes relate to authorizing
the issuance of, and awarding the sale of, $2,195,000 General Obligation Refunding Bonds of
2001 of said City.
WITNESS my hand this 30th day of April, 2001.
Manager
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EXHIBIT A
NOTICE OF CALL FOR REDEMPTION
GENERAL OBLIGA nON IMPROVEMENT BONDS OF 1993
CITY OF PRIOR LAKE
SCOTT COUNTY, MINNESOTA
NOTICE IS HEREBY GIVEN that by order of the City Council of the City of
Prior Lake, Scott County, Minnesota, there have been called for redemption and prepayment on
June 1,2001
those outstanding bonds of the City designated as General Obligation
Improvement Bonds of 1993, dated July 1, 1993, having stated maturity dates in the years 2002
through 2008, inclusive, and totaling $955,000 in principal amount. The bonds are being called
at a price of par and accrued interest to June 1,2001, on which date all interest on the bonds will
cease to accrue. Holders of the bonds hereby called for redemption are requested to present their
bonds for payment, at Firstar Bank, N.A. (formerly, Firstar Trust Company), 1555 North River
Center Drive, Suite 301, Milwaukee, Wisconsin 53212.
Dated: April 30, 2001
BY ORDER OF THE CITY COUNCIL
Isl Frank Boyles
City Manager
Important Notice: Under the Interest and Dividend Compliance Act of 1983 31 % will be
withheld iftax identification number is not properly certified.
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EXHIBIT B
NOTICE OF CALL FOR REDEMPTION
GENERAL OBLIGA nON IMPROVEMENT BONDS OF 1994
CITY OF PRIOR LAKE
SCOTT COUNTY, MINNESOTA
NOTICE IS HEREBY GIVEN that by order of the City Council of the City of
Prior Lake, Scott County, Minnesota, there have been called for redemption and prepayment on
June 1,2001
those outstanding bonds of the City designated as General Obligation
Improvement Bonds of 1994, dated August 1, 1994, having stated maturity dates in the years
2002 through 2004, inclusive, and totaling $255,000 in principal amount. The bonds are being
called at a price of par and accrued interest to June 1,2001, on which date all interest on the
bonds will cease to accrue. Holders of the bonds hereby called for redemption arc requested lu
present their bonds for payment, at U.S. Bank Trust National Association (f0n11erly, First Trust
N.A.), Attn: Corporate Trust Services, St. Paul, Minnesota 55101.
Dated: April 30, 2001
BY ORDER OF THE CITY COUNCIL
/s/ Frank Boyles
City Manager
Important Notice: Under the Interest and Dividend Compliance Act of 198331 % will be
withheld if tax identification number is not properly certified.
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EXHIBIT C
NOTICE OF CALL FOR REDEMPTION
GENERAL OBLIGATION IMPROVEMENT BONDS OF 1995
CITY OF PRIOR LAKE
SCOTT COUNTY, MINNESOTA
NOTICE IS HEREBY GIVEN that by order of the City Council of the City of
Prior Lake, Scott County, Minnesota, there have been called for redemption and prepayment on
June 1,2001
those outstanding bonds of the City designated as General Obligation
Improvement Bonds of 1995, dated August 1, 1995, having stated maturity dates in the years
2002 through 2005, inclusive, and totaling $435,000 in principal amount. The bonds are being
called at a price of par and accrued interest to June 1,2001, on which date all interest on the
bonds will cease to accrue. Holders of the bonds hereby called for redemption are requested to
present their bonds for payment, at U.S. Bank Trust National Association (formerly, First Trust
N.A.), Attn: Corporate Trust Services, St. Paul, Minnesota 55101.
Dated: April 30, 2001
BY ORDER OF THE CITY COUNCIL
Isl Frank Boyles
City Manager
Important Notice: Under the Interest and Dividend Compliance Act of 198331 % will be
withheld if tax identification number is not properly certified.
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EXHIBIT D
NOTICE OF CALL FOR REDEMPTION
GENERAL OBLIGATION IMPROVEMENT BONDS OF 1996
CITY OF PRIOR LAKE
SCOTT COUNTY, MINNESOTA
NOTICE IS HEREBY GIVEN that by order of the City Council of the City of
Prior Lake, Scott County, Minnesota, there have been called for redemption and prepayment on
June 1,2001
those outstanding bonds of the City designated as General Obligation
Improvement Bonds of 1996, dated June 1, 1996, having stated maturity dates in the years 2002
through 2006, inclusive, and totaling $530,000 in principal amount. The bonds are being called
at a price of par and accrued interest to June 1,2001, on which date all interest on the bonds will
cease to accrue. Holders of the bonds hereby called for redemption are requested to present their
bonds for payment, at U.S. Bank Trust National Association (formerly, First Trust N.A.), Attn:
Corporate Trust Services, St. Paul, Minnesota 55101.
Dated: April 30, 2001
BY ORDER OF THE CITY COUNCIL
Isl Frank Boyles
City Manager
Important Notice: Under the Interest and Dividend Compliance Act of 1983 31 % will be
withheld if tax identification number is not properly certified.
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ISSUER
SALE DATE ---->
RATING ---->
MONTH OF MATURITY ---->
YEAR
2002
2003
2004
2005
2006
PRIOR LAKE
4/30
A-2
DECEMBER
3.60%
3.70%
3.85%
4.00%
4.10%
KANABEC COUNTY
4/25
AAA (INSURED)
MAY(OF NEXT YR.)
3.60%
3.75%
3.85%
4.00%
4.15%
.
PRIOR LAKE GOT
SAME
BETTER
SAME
SAME
BETTER
J r
EXTRACT OF MINUTES OF A MEETING OF THE
CITY COUNCIL OF THE CITY OF
PRIOR LAKE, MINNESOTA
HELD: April 30, 2001
Pursuant to due call and notice thereof, a regular meeting of the City Council of
the City of Prior Lake, Scott County, Minnesota, was duly held at the Fire Hall in said City on
Monday, the 30th day of April, 2001, at _ o'clock _.M., for the purpose, in part, of
authorizing the issuance of, and awarding the sale of, $2,195,000 General Obligation Refunding
Bonds of2001 of the City.
The following members were present:
and the following were absent:
Member
introduced the following resolution and moved its adoption:
Resolution Number 01-
RESOLUTION AUTHORIZING THE SALE
OF $2,195,000 GENERAL OBLIGATION
REFUNDING BONDS OF 2001
A. WHEREAS, the City Council of the City of Prior Lake, Minnesota (the
"City") has heretofore determined and declared that it is necessary and expedient to provide
moneys for a partial current refunding of the City's $3,000,000 General Obligation Improvement
Bonds of 1993, dated July 1, 1993 (the "Prior 1993 Bonds") which mature on and after
December 1, 2002; and $995,000 of the principal amount of the Prior 1993 Bonds which mature
on and after December 1, 2002, are callable on December 1, 1998 and any interest payment date
thereafter at par plus accrued interest as provided in the resolution of the City Council, adopted
on June 21, 1993, authorizing the issuance of the Prior 1993 Bonds (the "Prior 1993
Resolution"); and
B. WHEREAS, the City has also heretofore determined and declared that it is
necessary and expedient to provide moneys for a partial current refunding of the City's $800,000
General Obligation Improvement Bonds of 1994, dated August 1, 1994 (the "Prior 1994 Bonds")
which mature on and after December 1, 2002; and $255,000 of the principal amount of the Prior
Bonds which mature on cUld after December 1, 2002, are callable on December 1, 1999 and any
interest payment date thereafter, at a price of par plus accrued interest as provided in the
resolution of the City Council, adopted on June 20, 1994, authorizing the issuance of the Prior
1994 Bonds (the "Prior 1994 Resolution"); and
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C. WHEREAS, the City has also determined and declared that it is necessary
and expedient to provide moneys for a partial current refunding of the City's $950,000 General
Obligation Improvement Bonds of 1995, dated August 1, 1995 (the "Prior 1995 Bonds") which
mature on and after December 1,2002; and $435,000 of the principal amount of the Prior 1995
Bonds which mature on and after December 1, 2002, are callable on December 1, 1999 and any
interest payment date thereafter at par plus accrued interest as provided in the resolution of the
City Council, adopted on July 31, 1995, authorizing the issuance of the Prior 1995 Bonds (the
"Prior 1995 Resolution"); and
D. WHEREAS, the City has also heretofore determined and declared that it is
necessary and expedient to provide moneys for a partial current refunding of the City's $935,000
General Obligation Improvement Bonds of 1996, dated June 1, 1996 (the "Prior 1996 Bonds")
which mature on and after December 1, 2002; and $530,000 of the principal amount of the Prior
Bonds which mature on and after December 1, 2002, are callable on December 1, 1999 and any
interest payment date thereafter, at a price of par plus accrued interest as provided in the
resolution of the City Council, adopted on May 29, 1996, authorizing the issuance of the Prior
1996 Bonds (the "Prior 1996 Resolution"); and
E. WHEREAS, the Prior 1993 Bonds together with the Prior 1994 Bonds, the
Prior 1995 Bonds and the Prior 1996 Bonds, are hereafter referred to collectively as (the "Prior
Bonds") and were issued for the purpose of providing money to finance the construction of
various improvements within the City (the "Project"); and
D. WHEREAS, the refunding of the Prior Bonds is consistent with covenants
made with the holders thereof, and is necessary and desirable for the reduction of debt service
cost to the City; and
E. WHEREAS, the City Council has heretofore determined and declared that
it is necessary and expedient to issue the Bonds pursuant to Minnesota Statutes, Chapter 475, to
provide funds to refund the Prior Bonds on June 1, 2001 (the "Refunding"); and
F. WHEREAS, the City has retained Mericor Financial Service. Inc. , in
Oakdale, Minnesota, as its independent financial advisor for the sale of the Bonds and was
therefore authorized to sell the Bonds by private negotiation in accordance with Minnesota
Statutes, Section 475.60, Subdivision 2(9); and
G. WHEREAS, it is in the best interests ofthe City that the Bonds be issued
in book-entry form as hereinafter provided; and
NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Prior
Lake, Minnesota, as follows:
1. Acceptance of Offer. The offer of Juran and Moody, a division of Miller
Johnson Steichen Kinnard, Inc. (the "Purchaser"), to purchase the Bonds of the City (or
individually, a "Bond"), in accordance with the terms established therefor and at the rates of
interest hereinafter set forth, and to pay therefor the sum of $2.174.586.50, plus interest accrued
to settlement, is hereby accepted.
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2. Bond Terms.
(a) Title: Original Issue Date: Denominations: Maturities: Term Bond Option.
The Bonds shall be titled "General Obligation Refunding Bonds of 200 1 ", shaH be dated ~1ay 1,
2001, as the date of original issue and shall be issued forthwith on or after such date as fully
registered bonds. The Bonds shall be numbered from R-l upward in the denomination of $5,000
each or in any integral multiple thereof of a single maturity (the "Authorized Denominations").
The Bonds shall mature on December 1, without the option of prepayment, in the years and
amounts as follows:
Year
Amount
Year
Amount
2002
2003
2004
$635,000
675,000
360,000
2005
2006
$280,000
245,000
As may be requested by the Purchaser, one or more term Bonds may be issued
having mandatory sinking fund redemption and final maturity amounts conforming to the
foregoing principal repayment schedule, and corresponding additions may be made to the
provisions of the applicable Bonds(s).
(b) Book Entry Only System. The Depository Trust Company, a limited
purpose trust company organized under the laws of the State of New York or any of its
successors or its successors to its functions hereunder (the "Depository") will act as securities
depository for the Bonds, and to this end:
(i) The Bonds shall be initially issued and, so long as they remain in book
entry form only (the "Book Entry Only Period"), shall at all times be in the form of a
separate single fully registered Bond for each maturity of the Bonds; and for purposes of
complying with this requirement under paragraphs 5 and 10 Authorized Denominations
for any Bond shall be deemed to be limited during the Book Entry Only Period to the
outstanding principal amount of that Bond.
(ii) Upon initial issuance, ownership of the Bonds shall be registered in a bond
register maintained by the Bond Registrar (as hereinafter defined) in the name of CEDE
& CO., as the nominee (it or any nominee of the existing or a successor Depository, the
"Nominee").
(iii) With respect to the Bonds neither the City nor the Bond Registrar shall
have any responsibility or obligation to any broker, dealer, bank, or any other financial
institution fop which the Depository holds Bonds as securities depository (the
"Participant") or the person for which a Participant holds an interest in the Bonds shown
on the books and records of the Participant (the "Beneficial Owner"). Without limiting
the immediately preceding sentence, neither the City, nor the Bond Registrar, shall have
any such responsibility or obligation with respect to (A) the accuracy of the records of the
Depository, the Nominee or any Participant with respect to any ownership interest in the
Bonds, or (B) the delivery to any Participant, any Owner or any other person, other than
1 279607v 1
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the Depository, of any notice with respect to the Bonds, including any notice of
redemption, or (C) the payment to any Participant, any Beneficial Owner or any other
person, other than the Depository, of any amount with respect to the principal of or
premium, if any, or interest on the Bonds, or (0) the consent given or other action taken
by the Depository as the Registered Holder of any Bonds (the "Holder"). For purposes of
securing the vote or consent of any Holder under this Resolution, the City may, however,
rely upon an omnibus proxy under which the Depository assigns its consenting or voting
rights to certain Participants to whose accounts the Bonds are credited on the record date
identified in a listing attached to the omnibus proxy.
(iv) The City and the Bond Registrar may treat as and deem the Depository to
be the absolute owner of the Bonds for the purpose of payment of the principal of and
premium, if any, and interest on the Bonds, for the purpose of giving notices of
redemption and other matters with respect to the Bonds, for the purpose of obtaining any
consent or other action to be taken by Holders for the purpose of registering transfers
with respect to such Bonds, and for all purpose whatsoever. The Bond Registrar, as
paying agent hereunder, shall pay all principal of and premium, if any, and interest on the
Bonds only to the Holder or the Holders of the Bonds as shown on the bond register, and
all such payments shall be valid and effective to fully satisfy and discharge the City's
obligations with respect to the principal of and premium, if any, and interest on the Bonds
to the extent of the sum or sums so paid.
(v) Upon delivery by the Depository to the Bond Registrar of written notice to
the effect that the Depository has determined to substitute a new Nominee in place of the
existing Nominee, and subject to the transfer provisions in paragraph 10 hereof,
references to the Nominee hereunder shall refer to such new Nominee.
(vi) So long as any Bond is registered in the name of a Nominee, all payments
with respect to the principal of and premium, if any, and interest on such Bond and all
notices with respect to such Bond shall be made and given, respectively, by the Bond
Registrar or City, as the case may be, to the Depository as provided in the Letter of
Representations to the Depository required by the Depository as a condition to its acting
as book-entry Depository for the Bonds (said Letter of Representations, together with any
replacement thereof or amendment or substitute thereto, including any standard
procedures or policies referenced therein or applicable thereto respecting the procedures
and other matters relating to the Depository's role as book-entry Depository for the
Bonds, collectively hereinafter referred to as the "Letter of Representations").
(vii) All transfers of beneficial ownership interests in each Bond issued in
book-entry form shall be limited in principal amount to Authorized Denominations and
shall be effected by procedures by the Depository with the Participants for recording and
transferring the ownership of beneficial interests in such Bonds.
(viii) In connection with any notice or other communication to be provided to
the Holders pursuant to this Resolution by the City or Bond Registrar with respect to any
consent or other action to be taken by Holders, the Depository shall consider the date of
receipt of notice requesting such consent or other action as the record date for such
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consent or other action; provided, that the City or the Bond Registrar may establish a
special record date for such consent or other action. The City or the Bond Registrar shall,
to the extent possible, give the Depository notice of such special record date not less than
15 calendar days in advance of such special record date.
(ix) Any successor Bond Registrar in its written acceptance of its duties under
this Resolution and any paying agencylbond registrar agreement, shall agree to take any
actions necessary from time to time to comply with the requirements of the Letter of
Representations.
(c) Termination of Book-Entry Only System. Discontinuance ofa particular
Depository's services and termination of the book-entry only system may be effected as follows:
(i) The Depository may determine to discontinue providing its services with
respect to the Bonds at any time by giving written notice to the City and discharging its
responsibilities with respect thereto under applicable law. The City may terminate the
services of the Depository with respect to the Bond if it determines that the Depository is
no longer able to carry out its functions as securities depository or the continuation of the
system of book-entry transfers through the Depository is not in the best interests of the
City or the Beneficial Owners.
(ii) Upon termination of the services of the Depository as provided in the
preceding paragraph, and if no substitute securities depository is willing to undertake the
functions of the Depository hereunder can be found which, in the opinion of the City, is
willing and able to assume such functions upon reasonable or customary terms, or if the
City determines that it is in the best interests of the City or the Beneficial Owners of the
Bond that the Beneficial Owners be able to obtain certificates for the Bonds, the Bonds
shall no longer be registered as being registered in the bond register in the name of the
Nominee, but may be registered in whatever name or names the Holder of the Bonds
shall designate at that time, in accordance with paragraph 10 hereof. To the extent that
the Beneficial Owners are designated as the transferee by the Holders, in accordance with
paragraph 10 hereof, the Bonds will be delivered to the Beneficial Owners.
(iii) Nothing in this subparagraph (c) shall limit or restrict the provisions of
paragraph 10 hereof
(d) Letter of Representations. The provisions in the Letter of Representations
are incorporated herein by reference and made a part of this resolution, and if and to the extent
any such provisions are inconsistent with the other provisions of this resolution, the provisions in
the Letter of Representations shall control.
3. Purpose. The Bonds (together with other available funds, if any,
appropriated in paragraph 15 hereof) shall provide funds to finance the Refunding. It is hereby
found, determined and declared that the Refunding is pursuant to Minnesota Statutes, Section
475.67 and shall result in a reduction of debt service cost to the City.
4. Interest. The Bonds shall bear interest payable semiannually on June 1
and December 1 of each year (each, an "Interest Payment Date"), commencing December 1,
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2001, calculated on the basis of a 360-day year of twelve 30-day months, at the respective rates
per annum set forth opposite the maturity years as follows:
Maturity
Year
2002
2003
2004
2005
2006
Interest
Rate
3.60%
3.70
3.85
4.00
4.10
5. No Redemption. All Bonds are without the option of prepayment.
6. Bond Registrar. The Finance Director of the City is appointed to act as
bond registrar and transfer agent with respect to the Bonds (the "Bond Registrarll), and shall do
so unless and until a successor Bond Registrar is duly appointed, all pursuant to any contract the
City and Bond Registrar shall execute which is consistent herewith. The Bond Registrar shall
also selVe as paying agent unless and until a successor paying agent is duly appointed. Principal
and interest on the Bonds shall be paid to the registered holders (or record holders) of the Bonds
in the manner set forth in the form of Bond and paragraph 12 of this resolution.
7. Form of Bond. The Bonds, together with the Bond Registrar's Certificate
of Authentication, the form of Assignment and the registration information thereon, shall be in
substantially the following form:
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UNITED STATES OF AMERICA
STATE OF MINNESOTA
SCOTT COUNTY
CITY OF PRIOR LAKE
R-
$
GENERAL OBLIGATION REFUNDING BONDS OF 2001
INTEREST
RATE
MATURITY
DATE
DATE OF
ORIGINAL ISSUE
CUSIP
%
DECEMBER 1, 20_
MAY 1, 2001
REGISTERED OWNER:
PRINCIPAL AMOUNT:
DOLLARS
KNOW ALL PERSONS BY THESE PRESENTS that the City of Prior Lake,
Scott County, Minnesota (the "Issuer"), certifies that it is indebted and for value received
promises to pay to the registered owner specified above, or registered assigns, in the manner
hereinafter set forth, the principal amount specified above, on the maturity date specified above,
and to pay interest thereon semiannually on June 1 and December 1 of each year (each, an
"Interest Payment Date"), commencing December 1, 2001, at the rate per annum specified above
(calculated on the basis ofa 360-day year of twelve 30-day months) until the principal sum is
paid or has been provided for. This Bond will bear interest from the most recent Interest
Payment Date to which interest has been paid or, if no interest has been paid, from the date of
original issue hereof. The principal of and premium, if any, on this Bond are payable upon
presentation and surrender hereof at the principal office of the Finance Director of the Issuer (the
"Bond Registrar"), acting as paying agent, or any successor paying agent duly appointed by the
Issuer. Interest on this Bond will be paid on each Interest Payment Date by check or draft mailed
to the person in whose name this Bond is registered (the "Holder" or "Bondholder") on the
registration books of the Issuer maintained by the Bond Registrar and at the address appearing
thereon at the close of business on the fifteenth day of the calendar month next preceding such
Interest Payment Date (the "Regular Record Date"). Any interest not so timely paid shall cease
to be payable to the person who is the Holder hereof as of the Regular Record Date, and shall be
payable to the person who is the Holder hereof at the close of business on a date (the "Special
Record Date") fixed by the Bond Registrar whenever money becomes available for payment of
the defaulted interest. Notice of the Special Record Date shall be given to Bondholders not less
than ten days prior to the Special Record Date. The principal of and premium, if any, and
interest on this Bond are payable in lawful money of the United States of America. [So long as
this Bond is registered in the name of the Depository or its Nominee as provided in the
Resolution hereinafter described, and as those terms are defined therein, payment of
principal of, premium, if any, and interest on this Bond and notice with respect thereto
shall be made as provided in the Letter of Representations, as defined in the Resolution.
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Until termination of the book-entry only system pursuant to the Resolution, Bonds may
only be registered in the name of the Depository or its Nominee.]*
REFERENCE IS flliREBY MADE TO THE FURTHER PROVISIONS OF
TIllS BOND SET FORTH ON THE REVERSE HEREOF, WIllCH PROVISIONS SHALL
FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH HERE.
IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions and things
required by the Constitution and laws of the State of Minnesota to be done, to happen and to be
performed, precedent to and in the issuance of this Bond, have been done, have happened and
have been performed, in regular and due form, time and manner as required by law, and that this
Bond, together with all other debts of the Issuer outstanding on the date of original issue hereof
and the date of its issuance and delivery to the original purchaser, does not exceed any
constitutional or statutory limitation of indebtedness.
IN WITNESS WHEREOF, the City of Prior Lake, Scott County, Minnesota, by
its City Council has caused this Bond to be executed on its behalf by the facsimile signatures of
its Mayor and its Manager, the corporate seal of the Issuer having been intentionally omitted as
permitted by law.
Include only until termination of the book-entry only system under
paragraph 2 hereof.
*
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Date of Registration:
Registrable by: THE FINANCE
DIRECTOR OF THE CITY OF PRIOR
LAKE, MINNESOTA
Payable at: OFFICE OF THE FINANCE
DIRECTOR OF THE CITY OF PRIOR
LAKE, MINNESOTA
CITY OF PRIOR LAKE,
SCOTT COUNTY,
MINNESOTA
BOND REGISTRAR'S
CERTIFICATE OF
AUTHENTICATION
This Bond is one of the
Bonds described in the
Resolution mentioned
within.
Is! Facsimile
Mayor
Isl Facsimile
Manager
THE CITY OF PRIOR LAKE, MINNESOTA
Bond Registrar
By
Authorized Signature
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ON REVERSE OF BOND
No Redemption. All Bonds of this issue (the "Bonds") are without the option of
prepayment.
Issuance: Purpose: General Obligation. This Bond is one of an issue in the total
principal amount of $2, 195,000, all of like date of original issue and tenor, except as to number,
maturity, interest rate and denomination, which Bond has been issued pursuant to and in full
conformity with the Constitution and laws of the State of Minnesota and pursuant to a resolution
adopted by the City Council of the Issuer on April 30, 2001 (the "Resolution"), for the purpose
of providing funds to redeem on June 1,2001, (i) a portion of the outstanding General Obligation
Improvement Bonds of 1993, dated July 1, 1993; and (ii) to redeem a portion of the outstanding
General Obligation Improvement Bonds of 1994, dated August 1, 1994; and (iii) to redeem a
portion of the outstanding General Obligation Improvement Bonds of 1995, dated August 1,
1995; and (iv) to redeem a portion of the outstanding General Obligation Improvement Bonds of
1996, dated June 1, 1996 of the Issuer. This Bond is payable out of the General Obligation
Refunding Bonds of2001 Fund of the Issuer. This Bond constitutes a general obligation of the
Issuer, and to provide moneys for the prompt and full payment of its principal, premium, if any,
and interest when the same become due, the full faith and credit and taxing powers of the Issuer
have been and are hereby irrevocably pledged.
Denominations: Exchange: Resolution. The Bonds are issuable solely as fully
registered bonds in Authorized Denominations (as defined in the Resolution) and are
exchangeable for fully registered Bonds of other Authorized Denominations in equal aggregate
principal amounts at the principal office of the Bond Registrar, but only in the manner and
subject to the limitations provided in the Resolution. Reference is hereby made to the Resolution
for a description of the rights and duties of the Bond Registrar. Copies of the Resolution are on
file in the principal office of the Bond Registrar.
Transfer. This Bond is transferable by the Holder in person or by his, her or its
attorney duly authorized in writing at the principal office of the Bond Registrar upon
presentation and surrender hereof to the Bond Registrar, all subject to the terms and conditions
provided in the Resolution and to reasonable regulations of the Issuer contained in any
agreement with the Bond Registrar. Thereupon the Issuer shall execute and the Bond Registrar
shall authenticate and deliver, in exchange for this Bond, one or more new fully registered Bonds
in the name of the transferee (but not registered in blank or to "bearer" or similar designation), of
an Authorized Denomination or Denominations, in aggregate principal amount equal to the
principal amount of this Bond, ofthe same maturity and bearing interest at the same rate.
Fees upon Transfer or Loss. The Bond Registrar may require payment of a sum
sufficient to rover any tax or other governmental charge payable in connection with the transfer
or exchange of this Bond and any legal or unusual costs regarding transfers and lost Bonds.
Treatment of Registered Owners. The Issuer and Bond Registrar may treat the
person in whose name this Bond is registered as the owner hereof for the purpose of receiving
payment as herein provided (except as otherwise provided on the reverse side hereof with respect
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to the Record Date) and for all other purposes, whether or not this Bond shall be overdue, and
neither the Issuer nor the Bond Registrar shall be affected by notice to the contrary.
Authentication. This Bond shall not be vaiid or become obiigatory for any
purpose or be entitled to any security unless the Certificate of Authentication hereon shall have
been executed by the Bond Registrar.
Oualified Tax-Exempt Obligation. This Bond has been designated by the Issuer
as a "qualified tax-exempt obligation" for purposes of Section 265(b)(3) of the Internal Revenue
Code of 1986, as amended.
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ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this Bond, shall be
construed as though they were written out in full according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
IT TEN - as joint tenants with right of survivorship
and not as tenants in common
UTMA - as custodian for
(Cust)
under the
(Minor)
Uniform
(State)
Transfers to Minors Act
Additional abbreviations may also be used
though not in the above list.
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ASSIGNMENT
F or value received, the undersigned hereby sells, assigns and transfers unto
the within
Bond and does hereby irrevocably constitute and appoint attorney to
transfer the Bond on the books kept for the registration thereof, with full power of substitution in
the premises.
Dated:
Notice:
The assignor's signature to this assignment must correspond with
the name as it appears upon the face of the within Bond in every
particular, without alteration or any change whatever.
Signature Guaranteed:
Signature(s) must be guaranteed by a national bank or trust company or by a
brokerage firm having a membership in one of the major stock exchanges or any other "Eligible
Guarantor Institution" as defined in 17 CFR240.17 Ad-15(a)(2).
The Bond Registrar will not effect transfer of this Bond unless the information
concerning the transferee requested below is provided.
Name and Address:
(Include information for all joint owners
if the Bond is held by joint account.)
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8. Execution: Temporary Bonds. The Bonds shall be printed (or, at the
request of the Purchaser, typewritten) and shall be executed on behalf of the City by the
signatures of its Mayor and Manager and be sealed with the seal of the City; provided, however,
that the seal of the City may be a printed (or, at the request of the Purchaser, photocopied)
facsimile; and provided further that both of such signatures may be printed (or, at the request of
the Purchaser, photocopied) facsimiles and the corporate seal may be omitted on the Bonds as
permitted by law. In the event of disability or resignation or other absence of either such officer,
the Bonds may be signed by the manual or facsimile signature of that officer who may act on
behalf of such absent or disabled officer. In case either such officer whose signature or facsimile
of whose signature shall appear on the Bonds shall cease to be such officer before the delivery of
the Bonds, such signature or facsimile shall nevertheless be valid and sufficient for all purposes,
the same as if he or she had remained in office until delivery. The City may elect to deliver, in
lieu of printed definitive bonds, one or more typewritten temporary bonds in substantially the
form set forth above, with such changes as may be necessary to reflect more than one maturity in
a single temporary bond. Such temporary bonds may be executed with photocopied facsimile
signatures of the Mayor and Manager. Such temporary bonds shall, upon the printing of the
definitive bonds and the execution thereof, be exchanged therefor and canceled.
9. Authentication. No Bond shall be valid or obligatory for any purpose or
be entitled to any security or benefit under this resolution unless a Certificate of Authentication
on such Bond, substantially in the form hereinabove set forth, shall have been duly executed by
an authorized representative of the Bond Registrar. Certificates of Authentication on different
Bonds need not be signed by the same person. The Bond Registrar shall authenticate the
signatures of officers of the City on each Bond by execution of the Certificate of Authentication
on the Bond and by inserting as the date of registration in the space provided the date on which
the Bond is authenticated, except that for purposes of delivering the original Bonds to the
Purchaser, the Bond Registrar shall insert as a date of registration the date of original issue,
which date is May 1,2001. The Certificate of Authentication so executed on each Bond shall be
conclusive evidence that it has been authenticated and delivered under this resolution.
10. Registration: Transfer: Exchange. The City will cause to be kept at the
principal office of the Bond Registrar a bond register in which, subject to such reasonable
regulations as the Bond Registrar may prescribe, the Bond Registrar shall provide for the
registration of Bonds and the registration of transfers of Bonds entitled to be registered or
transferred as herein provided.
Upon surrender for transfer of any Bond at the principal office of the Bond
Registrar, the City shall execute (if necessary), and the Bond Registrar shall authenticate, insert
the date of registration (as provided in paragraph 9) of, and deliver, in the name of the designated
transferee or transferees, one or more new Bonds of any Authorized Denomination or
Denominations of a like aggregate principal amount, having the same stated maturity and interest
rate, as requested by the transferor; provided, however, that no Bond may be registered in blank
or in the name of "bearer" or similar designation.
At the option of the Holder, Bonds may be exchanged for Bonds of any
Authorized Denomination or Denominations of a like aggregate principal amount and stated
maturity, upon surrender of the Bonds to be exchanged at the principal office of the Bond
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Registrar. Whenever any Bonds are so surrendered for exchange, the City shall execute (if
necessary), and the Bond Registrar shall authenticate, insert the date of registration of, and
deliver the Bonds which the Holder making the exchange is entitled to receive.
All Bonds surrendered upon any exchange or transfer provided for in this
resolution shall be promptly canceled by the Bond Registrar and thereafter disposed of as
directed by the City.
All Bonds delivered in exchange for or upon transfer of Bonds shall be valid
general obligations of the City evidencing the same debt, and entitled to the same benefits under
this resolution, as the Bonds surrendered for such exchange or transfer.
Every Bond presented or surrendered for transfer or exchange shall be duly
endorsed or be accompanied by a written instrument of transfer, in form satisfactory to the Bond
Registrar, duly executed by the Holder thereof or his, her or its attorney duly authorized in
writing.
The Bond Registrar may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection with the transfer or exchange of any Bond and
any legal or unusual costs regarding transfers and lost Bonds.
Transfers shall also be subject to reasonable regulations of the City contained in
any agreement with the Bond Registrar, including regulations which permit the Bond Registrar
to close its transfer books between record dates and payment dates. The Manager is hereby
authorized to negotiate and execute the terms of said agreement.
11. Rights Upon Transfer or Exchange. Each Bond delivered upon transfer of
or in exchange for or in lieu of any other Bond shall carry all the rights to interest accrued and
unpaid, and to accrue, which were carried by such other Bond.
12. Interest Payment: Record Date. Interest on any Bond shall be paid on
each Interest Payment Date by check or draft mailed to the person in whose name the Bond is
registered (the "Holder") on the registration books of the City maintained by the Bond Registrar
and at the address appearing thereon at the close of business on the fifteenth (15th) day of the
calendar month next preceding such Interest Payment Date (the "Regular Record Date"). Any
such interest not so timely paid shall cease to be payable to the person who is the Holder thereof
as of the Regular Record Date, and shall be payable to the person who is the Holder thereof at
the close of business on a date (the "Special Record Date") fixed by the Bond Registrar
whenever money becomes available for payment of the defaulted interest. Notice of the Special
Record Date shall be given by the Bond Registrar to the Holders not less than ten (10) days prior
to the Special Record Date.
13. Treatment of Registered Owner. The City and Bond Registrar may treat
the person in whose name any Bond is registered as the owner of such Bond for the purpose of
receiving payment of principal of and premium, if any, and interest (subject to the payment
provisions in paragraph 12 above) on, such Bond and for all other purposes whatsoever whether
or not such Bond shall be overdue, and neither the City nor the Bond Registrar shall be affected
by notice to the contrary.
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14. Delivery: Application of Proceeds. The Bonds when so prepared and
executed shall be delivered by the Finance Director to the Purchaser upon receipt of the purchase
price, and the Purchaser shall not be obliged to see to the proper application thereof.
15. Fund and Accounts.
A. $955.000 of the proceeds ofthe Bonds shall be deposited in the Debt
Service Account of the General Obligation Improvement Bonds of 1993 Fund (the "Payment
Account") heretofore created by the Prior 1993 Resolution for the Prior 1993 Bonds, which
amount, together with all other funds held therein and $ -0.00- of the City deposited at bond
closing for the Bonds, is sufficient to prepay the outstanding Prior 1993 Bonds on June 1, 2001.
B. $255.000 of the proceeds of the Bonds shall be deposited in the Debt
Service Account of the General Obligation Improvement Bonds of 1994 Fund (the "Payment
Account") heretofore created by the Prior 1994 Resolution for the Prior 1994 Bonds, which
amount, together with all other funds held therein and $-0.00- of the City deposited at bond
closing for the Bonds, is sufficient to prepay the outstanding Prior 1994 Bonds on June 1, 2001.
C. $435.000 of the proceeds of the Bonds shall be deposited in the Debt
Service Account of the General Obligation Improvement Bonds of 1995 Fund (the "Payment
Account") heretofore created by the Prior 1995 Resolution for the Prior 1995 Bonds, which
amount, together with all other funds held therein and $-0.00- of the City deposited at bond
closing for the Bonds, is sufficient to prepay the outstanding Prior 1995 Bonds on June 1, 2001.
D. $529.586.50 of the proceeds of the Bonds shall be deposited in the Debt
Service Account of the General Obligation Improvement Bonds of 1996 Fund (the "Payment
Account") heretofore created by the Prior 1996 Resolution for the Prior 1996 Bonds, which
amount, together with all other funds held therein and $413.50 of the City deposited at bond
closing for the Bonds, is sufficient to prepay the outstanding Prior 1996 Bonds on June 1,2001.
E. There is hereby created a special fund to be designated the "General
Obligation Refunding Bonds of2001 Fund" (the "Fund") to be administered and maintained by
the Finance Director as a bookkeeping account separate and apart from all other funds
maintained in the official financial records of the City. The Fund shall be maintained in the
manner herein specified until all of the Bonds and the interest thereon have been fully paid.
There shall be maintained in the Fund two (2) separate accounts, to be designated the "Cost of
Issuance Account" and "Debt Service Account", respectively.
(i) Cost ofIssuance Account. There shall be deposited in the Cost of
Issuance Account all of the remaining proceeds of the Bonds not otherwise deposited in
the Payment Accounts as provided in paragraphs 15A, B, C and D above, less accrued
interest received thereon. Monies in the Cost ofIssuance Account shall be used to pay
the costs of issuing the Bonds. Any monies remaining in the Cost of Issuance Account
after all costs of issuance have been paid or provided for shall be transferred to the Debt
Service Account for the Bonds.
(ii) Debt Service Account. There are hereby irrevocably appropriated and
pledged to, and there shall be credited to, the Debt Service Account: (a) all uncollected
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special assessments pledged to the payment of the Prior Bonds; (b) all accrued interest
received upon delivery of the Bonds; (c) any collections of all taxes herein or hereafter
levied for the payment of the Bonds and interest thereon; (d) any collections of all taxes
heretofore levied tor the payment of the Prior Bonds and interest thereon which are not
needed to pay the Prior Bonds as a result of the Refunding; (e) all funds remaining in the
Cost ofIssuance Account after ail costs of issuing the Bonds have been paid; (f) any
funds remaining on deposit in the Payment Account established for the Prior Bonds after
the same have been paid and discharged; (g) all investment earnings on funds held in the
Debt Service Account; and (h) any and all other moneys which are properly available and
are appropriated by the governing body of the City to the Debt Service Account. The
Debt Service Account shall be used solely to pay the principal and interest and any
premiums for redemption of the Bonds and any other general obligation bonds of the City
hereafter issued by the City and made payable from said account as provided by law.
No portion of the proceeds of the Bonds shall be used directly or indirectly to acquire
higher yielding investments or to replace funds which were used directly or indirectly to acquire
higher yielding investments, except (1) for a reasonable temporary period until such proceeds are
needed for the purpose for which the Bonds were issued and (2) in addition to the above in an
amount not greater than the lesser offive percent (5%) of the proceeds of the Bonds or $100,000.
To this effect, any proceeds of the Bonds and any sums from time to time held in the
Construction Account or Debt Service Account (or any other City account which will be used to
pay principal or interest to become due on the bonds payable therefrom) in excess of amounts
which under then-applicable federal arbitrage regulations may be invested without regard to
yield shall not be invested at a yield in excess of the applicable yield restrictions imposed by said
arbitrage regulations on such investments after taking into account any applicable "temporary
periods" or "minor portion" made available under the federal arbitrage regulations. Money in the
Fund shall not be invested in obligations or deposits issued by, guaranteed by or insured by the
United States or any agency or instrumentality thereof if and to the extent that such investment
would cause the Bonds to be "federally guaranteed" within the meaning of Section 149(b) of the
Internal Revenue Code of 1986, as amended (the "Code").
16. Special Assessments. The City has heretofore levied special assessments
pursuant to the Prior Resolution, which assessments were pledged to the payment of the principal
and interest on the Prior Bonds and all uncollected special assessments are now pledged to the
payment of principal and interest on the Bonds herein authorized.
17. Tax Levy: Coverage Test. To provide moneys for payment of the
principal and interest on the Bonds the City has heretofore levied upon all of the taxable property
in the City a direct annual ad valorem tax pursuant to the Prior Resolution, which taxes were
pledged to the payment of the principal and interest on the Prior Bonds and all uncollected taxes
are now pledged to the payment of principal and interest on the Bonds herein authorized.
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The tax levies are such that if collected in full they, together with estimated
collections of special assessments and other revenues herein pledged for the payment of the
Bonds, will produce at least five percent (5%) in excess of the amount needed to meet when due
the principal and interest payments on the Bonds. The tax levies shall be irreparable so long as
any of the Bonds are outstanding and unpaid, provided that the City reserves the right and power
to reduce the levies in the manner and to the extent permitted by Minnesota Statutes, Section
475.61, Subdivision 3.
18. Defeasance. When all Bonds have been discharged as provided in this
paragraph, all pledges, covenants and other rights granted by this resolution to the registered
holders of the Bonds shall, to the extent permitted by law, cease. The City may discharge its
obligations with respect to any Bonds which are due on any date by irrevocably depositing with
the Bond Registrar on or before that date a sum sufficient for the payment thereof in full; or if
any Bond should not be paid when due, it may nevertheless be discharged by depositing with the
Bond Registrar a sum sufficient for the payment thereof in full with interest accrued to the date
of such deposit. The City may also discharge its obligations with respect to any prepayable
Bonds called for redemption on any date when they are prepayable according to their terms, by
depositing with the Bond Registrar on or before that date a sum sufficient for the payment
thereof in full, provided that notice of redemption thereof has been duly given. The City may
also at any time discharge its obligations with respect to any Bonds, subject to the provisions of
law now or hereafter authorizing and regulating such action, by depositing irrevocably in escrow,
with a suitable banking institution qualified by law as an escrow agent for this purpose, cash or
securities described in Minnesota Statutes, Section 475.67, Subdivision 8, bearing interest
payable at such times and at such rates and maturing on such dates as shall be required, without
regard to sale and/or reinvestment, to pay all amounts to become due thereon to maturity or, if
notice of redemption as herein required has been duly provided for, to such earlier redemption
date.
19. Continuing Disclosure. The City is the sole obligated person with respect
to the Bonds. The City hereby agrees, in accordance with the provisions of Rule lSc2-12 (the
"Rule"), promulgated by the Securities and Exchange Commission (the "Commission") pursuant
to the Securities Exchange Act of 1934, as amended, and a Continuing Disclosure Undertaking
(the "Undertaking") hereinafter described to:
(a) Provide or cause to be provided to each nationally recognized municipal
securities information repository ("NRMSIR") and to the appropriate state information
depository (" SID"), if any, for the State of Minnesota, in each case as designated by the
Commission in accordance with the Rule, certain annual financial information and operating data
in accordance with the Undertaking. The City reserves the right to modify from time to time the
terms of the Undertaking as provided therein.
(b) Provide or cause to be provided, in a timely manner, to (i) each NRMSIR
or to the Municipal Securities Rulemaking Board ("MSRB ") and (ii) the SID, notice of the
occurrence of certain material events with respect to the Bonds in accordance with the
Undertaking.
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(c) Provide or cause to be provided, in a timely manner, to (i) each NRMSIR
or to the MSRB and (ii) the SID, notice of a failure by the City to provide the annual financial
information with respect to the City described in the Undertaking.
(d) The City agrees that its covenants pursuant to the Rule set forth in this
paragraph 20 and in the Undertaking is intended to be for the benefit of the Holders of the Bonds
and shall be enforceable on behalf of such Holders; provided that the right to enforce the
provisions of these covenants shall be limited to a right to obtain specific enforcement of the
City's obligations under the covenants.
The Mayor and Manager of the City, or any other officer of the City authorized to act in
their place with "Officers" are hereby authorized and directed to execute on behalf of the City the
Undertaking in substantially the form presented to the City Council subject to such modifications
thereof or additions thereto as are (i) consistent with the requirements under the Rule, (ii)
required by the Purchaser of the Bonds, and (iii) acceptable to the Officers.
20. General Obligation Pledge. For the prompt and full payment of the
principal and interest on the Bonds, as the same respectively become due, the full faith, credit
and taxing powers of the City shall be and are hereby irrevocably pledged. If the balance in the
Debt Service Account is ever insufficient to pay all principal and interest then due on the Bonds
and any other bonds payable therefrom, the deficiency shall be promptly paid out of any other
funds of the City which are available for such purpose, and such other funds may be reimbursed
with or without interest from the Debt Service Account when a sufficient balance is available
therein.
21. Notices of Call for Redemption. The paying agent for the Prior Bonds, is
hereby authorized and directed to give mailed notice of redemption prior to June 1,2001 to all
registered holders of the Prior Bonds. Said notices shall be in substantially the forms attached
hereto as Exhibits A, B, C and D.
22. Prior Bonds: Security. Until retirement of the Prior Bonds, all provisions
theretofore made for the security thereof shall be observed by the City and all of its officers and
agents.
23. Certificate of Registration. The Manager is hereby directed to file a
certified copy of this resolution with the County Auditor of Scott County, Minnesota, together
with such other information as he or she shall require, and to obtain the County Auditor's
certificate that the Bonds have been entered in the County Auditor's Bond Register.
24. Records and Certificates. The officers of the City are hereby authorized
and directed to prepare and furnish to the Purchaser, and to the attorneys approving the legality
of the issuance of the Bonds, certified copies of all proceedings and records of the City relating
to the Bonds and to the financial condition and affairs of the City, and such other affidavits,
certificates and information as are required to show the facts relating to the legality and
marketability of the Bonds as the same appear from the books and records under their custody
and control or as otherwise known to them, and all such certified copies, certificates and
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affidavits, including ,any heretofore furnished, shall be deemed representations of the City as to
the facts recited therein.
25. Negative Covenant as to Use of Proceeds and Improvements. The City
hereby covenants not to use the proceeds of the Bonds or to use the Improvements, or to cause or
permit them to be used, or to enter into any deferred payment arrangements for the cost of the
Improvements, in such a manner as to cause the Bonds to be "private activity bonds" within the
meaning of Sections 103 and 141 through 150 of the Code.
26. Tax-Exempt Status of the Bonds: Rebate. The City shall comply with
requirements necessary under the Code to establish and maintain the exclusion from gross
income under Section 103 of the Code of the interest on the Bonds, including without limitation
(1) requirements relating to temporary periods for investments, (2) limitations on amounts
invested at a yield greater than the yield on the Bonds, and (3) the rebate of excess investment
earnings to the United States, if the Bonds (together with other obligations reasonably expected
to be issued and outstanding at one time in this calendar year) exceed the small-issuer exception
amount of $5,000,000.
For purposes of qualifying for the exception to the federal arbitrage rebate
requirements for governmental units issuing $5,000,000 or less of bonds, the City hereby finds,
determines and declares that (1) the Bonds are issued by a governmental unit with general taxing
powers, (2) no Bond is a private activity bond, (3) ninety-five percent (95%) or more of the net
proceeds of the Bonds are to be used for local governmental activities of the City (or of a
governmental unit the jurisdiction of which is entirely within the jurisdiction of the City), and (4)
the aggregate face amount of all tax-exempt bonds (other than private activity bonds) issued by
the City (and all subordinate entities thereof, and all entities treated as one issuer with the City)
during the calendar year in which the Bonds are issued and outstanding at one time is not
reasonably expected to exceed $5,000,000, all within the meaning of Section 148(t)(4)(D) of the
Code.
27. Designation of Oualified Tax-Exempt Obligations. In order to qualify the
Bonds as "qualified tax-exempt obligations" within the meaning of Section 265(b)(3) of the
Code, the City hereby makes the following factual statements and representations:
(a) the Bonds are issued after August 7, 1986;
(b) the Bonds are not "private activity bonds" as defined in Section 141 of the
Code;
(c) the City hereby designates the Bonds as "qualified tax-exempt
obligations" for purposes of Section 265(b )(3) of the Code;
(d) the reasonably anticipated amount of tax-exempt obligations (other than
private activity bonds, treating qualified 501(c)(3) bonds as not being private activity bonds)
which will be issued by the City (and all entities treated as one issuer with the City, and all
subordinate entities whose obligations are treated as issued by the City) during this calendar year
2001 will not exceed $10,000,000; and
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(e) not more than $10,000,000 of obligations issued by the City during this
calendar year 2001 have been designated for purposes of Section 265(b)(3) of the Code.
(f) the aggregate face amount of the Bonds does not exceed $10,000,000; and
(g) the Bonds are issued to refund, and not to "advance refund" the Prior
Bonds within the meaning of Section 149(d)(5) of the Code, and shall not be taken into account
under the $10,000,000 issuance limit to the extent the Bonds do not exceed the outstanding
amount of the Prior Bonds.
The City shall use its best efforts to comply with any federal procedural
requirements which may apply in order to effectuate the designation made by this paragraph.
28. Severability. If any section, paragraph or provision of this resolution shall
be held to be invalid or unenforceable for any reason, the invalidity or unenforceability of such
section, paragraph or provision shall not affect any of the remaining provisions of this resolution.
29. Headings. Headings in this resolution are included for convenience of
reference only and are not a part hereof, and shall not limit or define the meaning of any
provision hereof
The motion for the adoption of the foregoing resolution was duly seconded by
member and, after a full discussion thereof and upon a vote being taken thereon,
the following voted in favor thereof:
and the following voted against the same:
Whereupon said resolution was declared duly passed and adopted.
1279607vl
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STATE OF MINNESOTA
COUNTY OF SCOTT
CITY OF PRIOR LAKE
I, the undersigned, being the duly qualified and acting Manager of the City of
Prior Lake, Minnesota, DO HEREBY CERTIFY that I have compared the attached and
foregoing extract of minutes with the original thereof on file in my office, and that the same is a
full, true and complete transcript of the minutes of a meeting of the City Council of said City,
duly called and held on the date therein indicated, insofar as such minutes relate to authorizing
the issuance of, and awarding the sale of, $2,195,000 General Obligation Refunding Bonds of
2001 of said City.
WITNESS my hand this 30th day of April, 2001.
Manager
1279607vl
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EXHIBIT A
NOTICE OF CALL FOR REDEMPTION
GENERAL OBLIGATION IMPROVEMENT BONDS OF 1993
CITY OF PRIOR LAKE
SCOTT COUNTY, MINNESOTA
NOTICE IS HEREBY GIVEN that by order of the City Council of the City of
Prior Lake, Scott County, Minnesota, there have been called for redemption and prepayment on
June 1,2001
those outstanding bonds of the City designated as General Obligation
Improvement Bonds of 1993, dated July 1, 1993, having stated maturity dates in the years 2002
through 2008, inclusive, and totaling $955,000 in principal amount. The bonds are being called
at a price of par and accrued interest to June 1,2001, on which date all interest on the bonds will
cease to accrue. Holders of the bonds hereby called for redemption are requested to present their
bonds for payment, at Firstar Bank, N.A. (formerly, Firstar Trust Company), 1555 North River
Center Drive, Suite 301, Milwaukee, Wisconsin 53212.
Dated: April 30, 2001
BY ORDER OF THE CITY COUNCll.,
/s/ Frank Boyles
City Manager
Important Notice: Under the Interest and Dividend Compliance Act of 1983 31 % will be
withheld if tax identification number is not properly certified.
1279607vl
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EXHIBIT B
NOTICE OF CALL FOR REDEMPTION
GENERAL OBLIGATION IMPROVEMENT BONDS OF 1994
CITY OF PRIOR LAKE
SCOTT COUNTY, MINNESOTA
NOTICE IS HEREBY GIVEN that by order of the City Council of the City of
Prior Lake, Scott County, Minnesota, there have been called for redemption and prepayment on
June 1, 2001
those outstanding bonds of the City designated as General Obligation
Improvement Bonds of 1994, dated August 1, 1994, having stated maturity dates in the years
2002 through 2004, inclusive, and totaling $255,000 in principal amount. The bonds are being
called at a price of par and accrued interest to June 1, 2001, on which date all interest on the
bonds will cease to accrue. Holders of the bonds hereby called for redemption are requested to
present their bonds for payment, at U.S. Bank Trust National Association (formerly, First Trust
N.A.), Attn: Corporate Trust Services, St. Paul, Minnesota 55101.
Dated: April 30, 2001
BY ORDER OF THE CITY COUNCIL
Is! Frank Boyles
City Manager
Important Notice: Under the Interest and Dividend Compliance Act of 1983 31 % will be
withheld if tax identification number is not properly certified.
1279607vl
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EXHIBIT C
NOTICE OF CALL FOR REDEMPTION
GENERAL OBLIGATION IMPROVEMENT BONDS OF 1995
CITY OF PRIOR LAKE
SCOTT COUNTY, MINNESOTA
NOTICE IS HEREBY GIVEN that by order of the City Council of the City of
Prior Lake, Scott County, Minnesota, there have been called for redemption and prepayment on
June 1, 2001
those outstanding bonds of the City designated as General Obligation
Improvement Bonds of 1995, dated August 1, 1995, having stated maturity dates in the years
2002 through 2005, inclusive, and totaling $435,000 in principal amount. The bonds are being
called at a price of par and accrued interest to June 1,2001, on which date all interest on the
bonds will cease to accrue. Holders of the bonds hereby called for redemption are requested to
present their bonds for payment, at U.S. Bank Trust National Association (formerly, First Trust
N.A.), Attn: Corporate Trust Services, St. Paul, Minnesota 55101.
Dated: April 30, 2001
BY ORDER OF THE CITY COUNCIL
Is! Frank Boyles
City Manager
Important Notice: Under the Interest and Dividend Compliance Act of 1983 31% will be
withheld if tax identification number is not properly certified.
1279607vl
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EXIDBIT D
NOTICE OF CALL FOR REDEMPTION
GENERAL OBLIGATION IMPROVEMENT BONDS OF 1996
CITY OF PRIOR LAKE
SCOTT COUNTY, MINNESOTA
NOTICE IS HEREBY GIVEN that by order of the City Council of the City of
Prior Lake, Scott County, Minnesota, there have been called for redemption and prepayment on
June 1, 2001
those outstanding bonds of the City designated as General Obligation
Improvement Bonds of 1996, dated June 1, 1996, having stated maturity dates in the years 2002
through 2006, inclusive, and totaling $530,000 in principal amount. The bonds are being called
at a price of par and accrued interest to June 1,2001, on which date all interest on the bonds will
cease to accrue. Holders of the bonds hereby called for redemption are requested to present their
bonds for payment, at U.S. Bank Trust National Association (formerly, First Trust N.A.), Attn:
Corporate Trust Services, St. Paul, Minnesota 55101.
Dated: April 30, 2001
BY ORDER OF THE CITY COUNCIL
/s/ Frank Boyles
City Manager
Important Notice: Under the Interest and Dividend Compliance Act of 1983 31% will be
withheld if tax identification number is not properly certified.
1279607vl
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Giampaolo, Lori
From:
Sent:
To:
Subject:
Nied, Peter, M., [PMNied@Bremer.com]
Monday, April 30, 2001 12:01 PM
Giampaolo, Lori
Town of Siren Sanitary Dist note payoff
Hi Lori,
The payoff on the Township of Siren Sanitary District Note #182816 with
Bremer Bank, N.A. as of May 1, 2001 is Principal of $945,000.00 and
Interest
of $28,935.11, for a total of $973,935.11.
I will fax to you a LOAN PAYOFF STATEMENT showing the calculation of
this
amount. WHAT IS YOUR FAX NUMBER?
Thank you
Peter Nied
(715) 235-2144 ext.34
fax (715) 235-2061
email pmnied@bremer.com<mailto:pmnied@bremer.com>
1
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